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

OptAsia Capital Company Limited March 9, 2018

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.

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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.

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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.

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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 Limited NN2 SouthEast Asia Energy Limited SEAN Bangpa-in Cogeneration Limited BIC Bangkhenchai Company Limited BKC Chiangrai Solar Limited CRS Nakhon Ratchasima Solar Limited NRS Global Power Synergy Public Company Limited GPSC PTT Public Company Limited PTT PTT Global Chemical Public Company Limited PTTGC P.T. Sole Company Limited PT TTW Public Company Limited TTW Bangpa-in Cogeneration Power Project Phase 1 BIC 1 Bangpa-in Cogeneration Power Project Phase 2 BIC 2

Net Tangible Asset NTA The Stock Exchange of Thailand SET The Securities and Exchange Commission SEC OptAsia Capital Company Limited OptAsia or the IFA

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

Table of Contents Page

Transaction Background 3 Executive Summary 8 1. Characteristics and Details of the Transaction of Disposal of Assets 1.1 Objective of the Transaction and Transaction Background 10 1.2 Transaction Date 10 1.3 Relevant Parties 10 1.4 General Charactersitics and Size of the Transaction 11 1.5 Total Value of Consideration and Terms of Payment 13 1.6 Value of Assets to be disposed 13 1.7 Expected Benefits 13 1.8 Receipt of Shares Payment 13 1.9 Terms of Transaction 14 1.10 Opinion of the Board of Directors 14 1.11 Opinion of the Audit Committee and/or the Director(s) of the Company which is different from the 15 Board of Directors’ Opnion 2. Reasonableness and Benefits of the Transaction 2.1 Objectives and Necessity of Entering into the Transaction 16 2.2 Nature of the Business and Transaction 19 2.3 Comparison of Advantages and Disadvantages of Entering into the Transaction 26 2.4 Advantages and Disadvantages between Entering into the Transaction with Related Parties and with 28 Third Parties 2.5 Advantages and Disadvantages of Not Entering into the Transaction 28 2.6 Risk Factors 29

3. Valuation of Xayaburi Hydroelectric Power Project by using Different Approaches 31

4. Conclusion of the Independent Financial Advisor’s Opinion 49

Company Information of Xayaburi Power Company Limited Attachment 1 Company Information of CK Power Public Company Limited Attachment 2 Company Information of Bangkok Expressway and Metro Public Company Limited (Please see more details in the Company annual report 2017)

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

Executive Summary

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 registered capital, 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 in which the transaction represents the maximum transaction size according to Net Tangible Assets (NTA) of 5.04 percent based on the Company’s consolidated financial statements ended December 31, 2017, audited and reviewed by the Company’s auditor. In addition, it is 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 connected 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.

Therefore, the Company has a duty to appoint an independent financial advisor to provide an opinion on the disposal of assets and the connected transaction to its shareholders, as well as, prepare and disclose the information memorandum 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.

OptAsia Capital Company Limited (“OptAsia” or the “IFA”), as an independent financial advisor of the shareholders appointed by the Company, has an opinion on the transaction by considering advantages and

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Opinion of the Independent Financial Advisor on the Connected Transaction and the Disposal of Assets Bangkok Expressway and Metro Public Company Limited disadvantages, as well as, risks of entering into the transaction of the disposal of assets which can be summarized as the folllowings;

(1) Advantages and benefits of entering into the transaction - The Company will have cash inflows from the disposition of shares to invest in the Company’s core businesses. - The Company receives return on the disposal of XPCL’s shares. - The Company has no responsibility to the XPCL’s equity injection and create more opportunities to invest in other projects. - Decrease in risks of the investment in the Project. (2) Disadvantages of entering into the transaction - The Company no longer receives dividend from the business of XPCL. - Operation costs incurred prior to the consideration of the Company’s shareholders. (3) Advantages of entering into the transaction with parties related to the Project and Disadvantages of entering into the transaction with third parties. - Being convenient for coordination and negotiation. (4) Disadvantages of entering into the transaction with parties related to the Project and Advantages of entering into the transaction with third parties. - There may be a conflict of interest. (5) Advantages of Not entering into the transaction. - The Company expects to receive dividend revenue from the business of XPCL (6) Disadvantages of Not entering into the transaction. - The Company loses the opportunity to disposal of XPCL’s shares. - The Company still has duty to finance additional funds. (7) Risks of entering into the transaction. - Risk of not being approved by financial institutions, as creditors, to dispose of XPCL’s shares. - Risk of not being approved by the shareholders.

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

1,722 million – THB 2,071 million, which are higher and lower than the agreed selling price of THB 6 million and THB -343 million, or equal to 0.3 percent and -16.6 percent. Therefore, the selling price of shares of the Project in a proportion of 7.5 percent at THB 2,065 million is an appropriate value due to the price is higher than the fair value calculated by the IFA. According to the aforesaid reasons, the IFA has an opinion that entering into the connected transaction and the disposal of assets is appropriate.

As a result, the IFA has an opinion that the shareholders should vote to approve the entering into the connected transaction and the disposal of assets this time. However, the final decision to approve the entering into the transaction shall be at own discretion of the shareholders. The IFA is responsible for providing an opinion to the Company’s shareholders as appropriate based on the information received from the Company, as well as, from interviews with the management and related departments of the Company. The shareholders should study the documents attached to the invitation letter of the shareholders’ meeting in order to use discretion and consideration in making a decision to vote properly.

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

The details of the opinion of the IFA could be summarized as follows; 1. Characteristics and Details of the Transaction of Disposal of Assets

1.1 Objective of the Transaction and Transaction Background

According to the resolution of the Board of Directors of Bangkok Expressway and Metro Public Company Limited (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 the entire ordinary shares of Xayaburi Power Company Limited (“XPCL”) to CK Power Public Company Limited (“CKP”)

1.2 Transaction Date

The Company will enter into the transaction after receiving an approval from the Annual General Meeting of Shareholders for the year 2018 which will be held on April 20, 2018. It is expected that the transaction and shares payment will be completed within June 2018.

1.3 Relevant Parties

Seller: The Company Buyer: CKP which has a relationship with the Company as follows; - The Company is CKP’s major shareholder holding 1,425,450,843 shares or representing 19.34 percent of CKP’s issued and paid-up shares as at March 13, 2018. Two directors of the Company who have an interest include Mr. Plew Trivisvavet and Mrs. Payao Marittanaporn. - CH. Karnchang Public Company Limited (CK) is the Company’s major shareholder. As at March 13, 2018, CK held 4,582,121,829 shares or representing 29.98 percent of the Company’s issued and paid- up shares. CK is also CKP’ s major shareholder. As at March 13, 2018, CK held 2,020,275,478 shares or representing 27.41 percent of CKP’s issued and paid-up shares. - Mr. Plew Trivisvavet is the Deputy Chairman of the Board of Directors and Chairman of the Executive Board of the Company and is concurrently a director and Chairman of the Executive Committee of CKP. - Mrs. Payao Marittanaporn is a director and Managing Director of the Company and is concurrently the spouse of Mr. Prasert Marittanaporn who is a director and executive director of CKP.

For details of connected persons and/or persons with conflict of interests and are ineligible to vote in the Company 2018 Annual Ordinary General Meeting of Shareholders, please see more in No. 12 of Part 1 Information Memorandum regarding the Connected transaction on selling of Ordinary shares in Xayaburi Power Company Limited to CK Power Public Company Limited

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

1.4 General Charactersitics and Size of the Transaction

On February 27, 2018, the Meeting of the Board of Directors of the Company No. 1/2018 has a resolution to propose to the shareholders’ meeting to consider and approve the disposal of the entire XPCL’s shares which the Company holds in an amount of 201,457,499 shares, or equal to 7.50 percent of XPCL’s registered capital to CKP, which CKP and the Company has the common major shareholder as the Company’s connected person, in the total value of THB 2,065 Million, and use a certain proceeds from disposition of such shares as fund for various projects to be launched by the government sector for the private sector’s bidding, both rail and expressway systems, which are the Company’s core businesses, including as the Company’s working capital. The deposition of such shares to CKP is thus deemed to be execution of a connected transaction in accordance with the Notification of the Capital Market Supervisory Board No. ThorChor. 21/2551, Re: Rules on Connected Transactions, dated August 31, 2008, (and its amendments), 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 “Notifications on Connected Transactions”). Such transaction represents 6.66 percent of the Company’s net tangible assets under the consolidated financial statements ended December 31, 2017, which is considered a transaction which has its size of more than three percent of the Company’s net tangible assets. Therefore, the Company is required to disclose the information memorandum on execution of the connected transaction to the Stock Exchange of Thailand (the “Stock Exchange”), appoint is independent financial advisor and convene the Shareholders’ Meeting of the Company for approval of execution of such connected transaction, whereby the resolution of the Shareholders’ Meeting for approval of such transaction of the Company requires votes of not less than three-fourth of all votes of the shareholders attending the Meeting and having the voting rights, excluding the votes of the interested shareholders. It is not only considered a connected transaction, but it is also considered a transaction on disposition of assets in accordance with the Notification of the Capital Market Supervisory Board No. ThorChor. 20/2551, Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposition of Assets, dated August 31, 2008 (and its amendments), 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 Acquisition or Disposition of Assets B.E. 2547 (2004), dated October 29, 2004 (and its amendments), (the “Notifications on Acquisition or Disposition”), with the maximum size of the transaction equal to 5.04 percent of the Company’s net tangible assets (NTA) under the consolidated financial statements ended December 31, 2017.

Calculation of the Trasaction Size of the Disposal of Assets The calculation of the transaction size of the disposal of assets can be calculated based on the financial information of the Company in accordance with the Company’s consolidated financial statements, audited and reviewed by the auditor, ended December 31, 2017 which can be summarized as follows;

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

As at December 31, 2017 Information of the Company (unit: THB million) Total Assets 98,919.37 Intangible Assets 80.26 Total Liabilities 67,740.07 Non-Controlling Interests 111.11 Net Tangible Assets (NTA) 30,987.93 Net Profit in 2017 3,142.35

Calculation Method Calculation Formula Value (%) 1. Value of the Net Disposal proportion x NTA of XPCL/1 x100 Tangible Assets NTA of BEM 5.04 7.50% x 20,816.17 /1x 100 30,987.93 2. Net Operating Profits - Cannot be calculated - Disposal proportion x Net profit of XPCL x100 due to XPCL still does Net profit of BEM not start COD. 3. Total Value of Total value of consideration received from disposal x 100 Consideration Total assets of BEM 2.09 2,065.00 x 100 98,919.37 4. Value of Equity - Cannot be calculated - Shares issued for the Number of shares issued for the payment of assets x 100 because no shares Payment of Assets Number of issued and paid-up shares of BEM were issued for this transaction Note : /1From the financial statements of XPCL ended December 31, 2017, which have been audited by a certified public accountant, the net tangible asset (NTA) of XPCL was THB 20,816.17 million by calcauted from total assets – intangible assets – total liabilities (or equal to 107,751.17 - 41.69 – 86,893.31)

Calculation of the Transaction size of the Connected Transction

Calculation Method Calculation % Total value of consideration paid to connected Value of transaction person Net tangible assets 6.66 2,065.00 30,987.93

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

1.5 Total Value of Consideration and Terms of Payment

The Company will receive payment for the disposition of the ordinary shares in XPCL in the amount of equally THB 2,065 Million on the date which the Company has transferred all of its ownership in the shares so traded to CKP, by way of cashier cheque of a commercial bank or transfer acceptance via the commercial bank system to the Company’s deposit account or any other accounts to be agreed upon by the Company and CKP.

1.6 Value of Assets to be disposed

The Company will sell all its 201,457,499 ordinary shares in XPCL, representing 7.50 percent of XPCL’s registered capital, to CKP in the total value of equally THB 2,065 Million, as appraised by Advisory Plus Company Limited, the Company’s financial advisor, based on the Discounted Cash Flow Approach, which reflects the future operational results of XPCL. Furthermore, such value of the disposition of the shares has been negotiated as if the Company had executed a transaction with a third party. The valuation of such portion of shares in XPCL calculated by DCF method are in range of THB 1,889 – 2,250 Million.

1.7 Expected Benefits

The Company considered and approved the disposal of XPCL’s ordinary shares due to 1. The Company will have cash inflows for using as a certain funds of investment in various projects to be launched by the government sector for the private sector’s bidding, both rail and expressway systems (Please see more details about the details of project on page 26 topic of Advantages and Benefits of Entering into the Transaction (No.1.1)), which are the Company’s core businesses, including as the Company’s working capital, from which it is the right time to so do; 2. It will generate a profit from price difference of investment in the amount of THB 302.70 Million, in which case, the Company can record recognition of the profit promptly. (Quarter 2 of year 2018) 3. The selling price of the shares in the value of THB 2,065 Million is in the range of fair value as appraised by IFA based on the Discounted Cash Flow Approach, as the appraisal of fair value method which reflects the future operational results of XPCL.

1.8 Receipt of Shares Payment

The Company will receive a full payment of XPCL’s ordinary shares of THB 2,065 million from CKP in a format of cashier cheque of a commercial bank or transfer acceptance via the commercial bank system to the Company’s deposit account on the trading day or other methods mutually agreed by parties. CKP will finance additional funds for the payment of XPCL’s ordinary shares through the issuance of debentures in an amount of THB 2,500 million in which CKP plans to issue debentures in May 2018. In case that CKP is unable to issue such

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Opinion of the Independent Financial Advisor on the Connected Transaction and the Disposal of Assets Bangkok Expressway and Metro Public Company Limited debentures, CKP still has some of credit lines provided by financial institutions, as well as, dividend income and cash as at December 31, 2017 of THB 2,183 million to pay for XPCL’s ordinary shares. It is expected that the transaction and shares payment will be completed within June 2018.

1.9 Terms of Transaction

The Company will dispose of XPCL’s ordinary shares of 201,457,499 shares, or equal to 7.50 percent of registered capital to CKP with a total value of THB 2,065 million. The Company will sign the Share Purchase Agreement when; 1. The Company is approved by the shareholders’ meeting of the Company to enter into the transaction dated 20 April 2018. 2. The Company receives the consent from the financial institutions which provides loan to XPCL under the loan agreement and other parties of XPCL under the agreements with a provision prohibiting the transfer of XPCL’s shares; and in the process of financial instituition’s consideration. 3. The meeting of the Board of Directors on Febuary 27, 2018 and the shareholders’ meeting April 10, 2018 of CKP approve the acquisition of XPCL’s shares in an amount of 201,457,499 shares, or equal to 7.50 percent of the total issued and paid-up shares.

1.10 Opinion of the Board of Directors

The Board of Directors’s Meeting of the Company No. 1/2018, in which the directors who have a conflict of interest and/ or directors who are connected persons, namely, Mr. Plew Trivisvavet and Mrs. Payao Marittanaporn did not attend the meeting and vote on this agenda. The Board of Directors’ meeting has an opinion that the entering into the transaction of the disposal of the entire XPCL’s shares held by the Company of 201,457,499 shares, or equal to 7.50 percent of the total issued and paid-up shares of XPCL with a total value of THB 2,065 million is considered as for the benefits of the Company as follows; 1 The disposal of XPCL’ s ordinary shares would result in a certain funds of the Company for use investment in various projects to be launched by the government sector for the private sector’s bidding, which are the Company’s core businesses. 2 The disposal of XPCL’s ordinary shares to CKP would generate a profit from price difference of the investment, from which the Company could record recognition of the profit promptly. 3 The selling price of the shares in the amount of THB 2,065 Million was considered fair value as appraised based on the Discounted Cash Flow Approach, which reflected the future operational results of Xayaburi Power Company Limited, and such price was negotiated as if such transaction had been executed with a third party. For that reason, such price was reasonable. 4 The Company has complied with all the rules and regulations regarding connected transaction.

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

Therefore, the Board of Directors’ meeting of the Company has a resolution to propose to the shareholders’ meeting of the Company to consider and approve the disposal of the entire XPCL’s ordinary shares held by the Company to CKP, as well as, to appoint OptAsia Capital Company Limited as the IFA in order to provide an opinion regarding the reasonableness, the Company’s benefits, the fairness of price, and the terms of the connected transaction.

1.11 Opinion of the Audit Committee and/or the Director(s) of the Company which is different from the Board of Directors’ Opnion

- None -

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

2 Reasonableness and Benefits of the Transaction

In determining the reasonableness of the connected transaction and the disposal of assets, the IFA has considered the significant factors as follows;

2.1 Objectives and Necessity of Entering into the Transaction Bangkok Expressway and Metro Public Company Limited (the “Company”) was incorporated from the amalgamation, pursuant to the Public Limited Company Act, between Bangkok Expressway Public Company Limited (“BECL”) and Bangkok Metro Public Company Limited (“BMCL”). The Company’s businesses comprise the provision of the expressway and metro services, including commercial development relating to the expressway and metro systems. Due to the past ten years, the government has not developed new projects about transportation, during that period, the Company (at that time was BECL) had a policy to allocate its investment in the concession business, which is similar to the business that the Company is experienced in, and provides reasonable returns and low investment risk, such as SouthEast Asia Energy Limited, which manages the Nam Ngum 2 Hydropower Project, TTW Public Company Limited, the operator of water supply and distribution, and Xayaburi Power Company Limited, the operator of the Hydropower Project. The Company invests in these business in the meantime until proper time and opportunities to invest in the new projects come which is the main business of the company. At present, the government has given great importance to the infrastructure of the country's development. In 2018, there are various projects to be launched by the government sector for the private sector’s bidding. This is an opportunity for the company to grow and expand its investment. Therefore, the Company must be prepared in all aspects, including financials in order to make the company have the flexibility to work. On December 25, 2016, the Company received a letter from CKP announcing its intention to purchase all the ordinary shares of XPCL that the Company holds at 201,457,499 shares or 7.5% of the registered capital. This is a good opportunity for the Company to have such cash flow for investment in future government projects. Therefore, the Board of Directors Meeting No. 1/2018 held on February 27, 2018 resolved to propose the shareholders' meeting to approve the sale of all ordinary shares of XPCL which The Company holds to CKP.

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

Shareholding structure of the Company in other companies before the disposal of XPCL’s shares

Therefore, the shareholding structure of the Company in other companies subsequent to the disposal of XPCL’s shares is as follows;

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Opinion of the Independent Financial Advisor on the Connected Transaction and the Disposal of Assets Bangkok Expressway and Metro 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”). When calculating the transaction size (total investment value of the Project), the transaction represents the maximum transaction size according to Net Tangible Assets (NTA) of 5.04 percent based on the Company’s consolidated financial statement ended December 31, 2017, audited and reviewed by the Company’s auditor.

Therefore, the Company has a duty to appoint the IFA 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 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.

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

2.2 Nature of the Business and Transaction 2.2.1 Nature of the Business of Xayaburi Power Company Limited (“XPCL”)

XPCL has registered on June 22, 2010 as a limited company incorporated under the laws of Lao PDR. Its headquarters is located in the Capital Vientiane. The objective of the establishment of XPCL is to operate Xayaburi hydroelectric power project, located on the Mekong River in Xayaburi Province, approximately 80 kilometres south of Luang Prabang. The Xayaburi Hydroelectric Power Project is a run-of-river power plant. The total outflow of water that goes through the power plant equals the natural inflow of water, and no water is stored or channeled away from the Mekong River. Thus, the water volume which passes through the Project is naturally maintained. As no large reservoir is created as in storage type plants with high dams, the run-of-river barrage will maintain upstream reservoir at a constant, slightly higher level. Downstream of the barrage, the water will remain at its natural level. Xayaburi Hydroelectronic Power Project is the project under the concession agreement between the Government of Lao PDR and XPCL in which the concession agreement has been signed on October 29, 2010 on a Build-Own-Operate and Transfer ("BOOT") basis. XPCL is a concessionaire who studies and designs the construction and operates the Project for 31 years from the first day of the Commercial Operation Date (COD). The Project has the installed generating capacity of 1,285 MW which is the largest hydroelectronic power plant in Lao PDR or in Southeast Asia. The electricity will be generated and distributed to the followings; - Electricity Generating Authority of Thailand ("EGAT") with the installed generating capacity of 1,225 MW through 500 kV transmission system, which is connected to the electricity grid in Thailand at Tha Li District, Loei Province. Also, XPCL has a PPA with EGAT for 29 years. - Electricite du Laos (“EdL”) with the installed generating capacity of 60 MW through 115 kV transmission system for domestic use in Lao PDR which XPCL has a PPA with EdL for 31 years. XPCL will deliver the Project to Lao PDR when the concession period ends unless the concession period is extended. Meanwhile, XPCL has started the construction of the Project since 2012 and the Project is under construction for the remaining less than 2 years. Therefore, the Project is expected to be completed and start COD on October 29, 2019 (Nonetheless, The IFA has determined to use November 2019 as the month to start the operation in the projection.)

Project’s Location

Xayaburi Hydroelectronic Power Project is located on the Mekong River in Xayaburi Province, approximately 35 kilometres away from the city of Xayaburi Province, approximately 80 kilometres south of Luang Prabang, and 235 kilometres away from Tha Li District, Loei Province, Thailand.

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

Thailand

Key Components of Run-of-River Structure

The Project is a reinforced concrete dam with 880 metres long and 28.5-metre rated net head located on the Mekong River. Details of key components are as follows; - Power House is installed with 8 Kaplan turbine-generators, including 7 Kaplan turbine-generators with the installed generating capacity of 175 MW and 1 Kaplan turbine-generator with the installed generating capacity of 60 MW, totaling the installed generating capacity of 1,285 MW. It is expected to be able to produce electricity throughtout the year.

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

- Navigation Lock is located on the west side of the spillway with 12 metres wide and 700 metres long to accommodate water transport up to 500-ton vessels. The height of navigation lock will be adjusted to be higher or lower in line with the water level on the north side or the south side of the dam. - Spillway: there are a total of 11 water gates, four of which are added with a sediment flushing system, with a maximum discharge capacity of 47,500 cubic metres per second to help release water during the flood season. When the Project is completed, the daily water discharge volume will be equal to the amount of water flow-in, without storing water. As such, the water quantity of the Mekong River will be at the natural level throughout the year. - Fish Passage is designed to support the migration of fish in every season, both downstream and upstream migration, for fish preservation in the Mekong River. It is designed with a width of 18 metres and a length of 460 metres, together with a fish screen on the east side of the dam. - Intermediate Block is an area in the middle of the Run-of-River dam to separate the construction site into 2 phases, Phase 1 on the west side and Phase 2 on the east side. This is the center of the overall operation of the Project and there is an area for a fish passage as well. Practices and construction are in accordance with the policies of MRC (Mekong River Commission), comprising of 4 member countries, namely Lao PDR, Cambodia, Thailand, and Vietnam. MRC has a mission to promote and coordinate the sustainable management and development of water and other resources for the mutual benefits of countries located in the nearby area of the Mekong River Basin and the well-being of the population living in the Mekong River Basin.

Construction of the Xayaburi Hydroelectric Power Project.

The construction of Xayaburi Hydroelectric Power Project could be classified into 2 phases as follows;

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

A. Preparation phase This stage entails construction of an access road, dormitory, office building, and all facilities for the Project construction

B. Phase 1 In this phase, the structure is constructed on the west side of the Project, comprising navigation lock, spillway, and intermediate block phase 1 (Intermediate block is a core structure linking the spillway and the powerhouse). The construction begins with the intermediate block in the middle of the river and then the cofferdam to block the western section of the river so that water will flow through only the east side of the intermediate block. After that, water inside the cofferdam is siphoned out until it is dry in order to start construction of navigation lock, spillway, and intermediate block phase 1.

Construction in Phase 1

C. Phase 2 This phase is the construction of the structure on the east side of the Project, encompassing intermediate block phase 2, powerhouse, fish passing facilities and transmission line. The construction begins with a siphoning of water inside the new cofferdam on the east until it is dry. Then, the intermediate block phase 2, powerhouse, fish passing facilities and transmission line

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

Construction in Phase 2

Progress of Xayaburi Hydroelectric Power Project Construction

The construction of Xayaburi hydroelectric power project has been in operation since March 2012 and is expected to be completed in October 2019. Currently, as at January 31, 2018, the overall progress of the Project evaluated by GOL-E is approximately at 89.291 percent which, the actual construction progress is earlier than the schedule. The progress of major construction of the Project can be summarized as follows; - Construction of Phase 1: navigation lock, spillway, and intermediate block phase 1 have already been completed and activated for use. -Construction of Phase 2: intermediate block phase 2, powerhouse, fish passing facilities and transmission line are currently under construction, the work progress details are as follows;

Details Work progress (1) Civil Work 92.69% (2) Hydro-mechanical Equipment 85.20% (3) Electro-mechanical Equipment 80.60% (4) Transmission Line 81.50% Project Overview 89.29

1 Assessesd by Pöyry Energy Limited (Switzerland) from Switzerland that has been appointed by GOL-E (Government of the Lao PDR Engineer) to be an engineer consulting. Pöyry is an international consulting and engineering company that serves clients globally across the energy, industry and infrastructure sectors. Moreover, Pöyry Energy Limited (Switzerland) is listed company on Helsinki Stock Exchange, Finland. with more than 130 offices in 40 countries.

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

Construction progress from the site visit on February 9, 2018

Powerhouse with generators inside Door for Spillway

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

Construction Schedule The construction of the Project has been in operation since March 2012. According to the construction schedule, the Project is expected to be completed approximately in October 2019 and the Project will be able to start COD on October 29, 2019.

2.2.2 Draft of Share Purchase Agreement

Parties Buyer: CKP Seller: The Company Shares to be disposed 201,457,499 ordinary shares of Xayaburi Power Company Limited owned by the Company, sold to CKP. Purchase Price THB 2,065,000,000 Payment Settlement CKP agrees to make a payment for the acquired shares on the date which the Company transfers all shares to CKP. The payment shall be made via cashier's check or money transfer through the banking system into the bank accounts of the Company or any other accounts mutually agreed by the Company and CKP. Important Conditions - The Company agreed to register or assist to register the transfer of shares in the shareholders’ register of Xayaburi Power Company Limited to be completed within 3 days from the date of shares ownership transferred to CKP. - CKP accepted the transfer of rights, duties, and obligations in all respects bonded with the shares transferred from the Company. - The Company will perform or arrange to perform everything necessary for the Company to transfer shares to CKP in which the transfer must be completed within 60 days from the signing date of this agreement.

The Share purchase agreement will be signed after proposing to the shareholders’ meeting of the Company held on April 20, 2018 to consider and approve the entering into the transaction 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 purchase of shares is expected to occur in June 2018.

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

2.3 Comparison of Advantages and Disadvantages of Entering into the Transaction

(1) Advantages and Benefits of Entering into the Transaction (1.1) The Company will have cash inflows from the disposition of shares to invest in the Company’s core businesses. From the disposition of XPCL’s shares to CKP, the Company will receive THB 2,065 million in cash which increases the Company’s liquidity. According to the financial statement of the company as of December 31, 2017, Company has cash and cash equivalents equals to THB 2,627.06 million. Therfore, after the disposition of XPCL’s shares will increase the Company’s cash and cash equivalents amount to be THB 4,692.06 million or 78.60 percent increased compared to cash and cash equivalents as of December 31, 2017. Furthurmore, Company can use as funds of the Company for investment in projects which are to be launched by the government sector for the private sector’s bidding, both rail and expressway projects, and projects in which the Company has considered that the projects have potential to support the Company’s growth in the future; for instance, Metropolitan Rapid Transit Orange Line, Southern Metropolitan Rapid Transit Purple Line and Intercity Motorway of Bang-Pa-In – Nakhon Ratchasima Route and Bang Yhai – Kanchanaburi Route.

(1.2) The Company receives return on the disposal of XPCL’s shares. The Company has started investing in XPCL since 2012 at par value and gradually made payments for newly issued shares from capital increases in accordance with the shareholding proportion and the progress of construction. Total investment in the XPCL’s equity injection would be the amount of THB 1,762.30 million since 2012 to May 2018. The disposal of XPCL’s shares this time is worth approximately THB 2,065 million, The IFA has an opinion that XPCL’s reasonable price with the Company’s shareholding at 7.50 percent is THB 1,894 million, which is lower than the agreed price by THB 171 million or -8.3 percent. And when conducting a sensitivity analysis of the discount rate, the values of XPCL’s shares in proportion to the Company's shareholding is in a range of THB 1,722 million – THB 2,071 million, which are higher and lower than the agreed selling price of THB 6 million and THB -343 million, or equal to 0.3 percent and -16.6 percent. At the agreed selling price includes the increased in capital in January – May 2018 (Please see more details in no. 6 Discounted Cash Flow Approach). The Company will generate a profit in the amount of THB 302.70 million or approximately 6 percent return on investment which is higher than the Company's cost of debt. Therefore, the transaction of the disposal of XPCL’s shares in the proportion of 7.5 percent to CKP at the aforesaid price is appropriate.

(1.3) The Company has no responsibility to the XPCL’s equity injection and create more opportunities to invest in other projects. Since the Project is still under construction and still requires payments of capital increases from all shareholders in proportion to the shareholding, pursuant to the loan agreement between XPCL and financial institutions that required the maintaining of a debt to equity ratio (D/E Ratio) to meet the requirement. According

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Opinion of the Independent Financial Advisor on the Connected Transaction and the Disposal of Assets Bangkok Expressway and Metro Public Company Limited to the progress of remaining construction until the year 2019, if the Company continues to be a shareholder of XPCL, the Company will have a duty to finance additional funds for capital increases from June 2018 until October 2019, total adds up not more than THB 399.20 million which this amount consists of capital increased for the remaining of construction and the limited budget for running the trial period to certify the efficiency of Unit Operation Period in case of postponement. Therefore, the disposal of XPCL’s shares can remove the Company’s payments of capital increases and can use as a certain funds of the Company for use investment in various projects to be launched by the government sector for the private sector’s bidding in the Company’s core businesses, both rail and expressway. Moreover, the Company has estimated that investing in the core business would receive the return as good as investing in XPCL project. Also, the Company has no obligation in payment for issued shares from capital increases which the disposal of XPCL’s shares can also help reduce the risk of investing in a project that is still under construction which may have the risk of a delay in construction, resulting in a delay in the start of COD later than the schedule due to the overview of project progression as of January 31, 2018 has the remaining of 10.70 percent of the total construction. Most of the remaing of total construction is installment of machine and equipment which could cause the delay from the testing process, as well as, the risk of rising project costs which can be higher than the budget.

(1.4) Decrease in risks of the investment in the Project. Since the Project is still under construction and there are still risks from several factors such as the delay in the construction caused by high water levels during the construction which results in the temporary cessation of the construction, changes in the scope of construction, and technical engineering problems, etc. If the construction encounters the aforementioned problems, the Project may not be able to start COD on schedule and the construction cost may increase over the previous estimate (Cost overrun).

(2) Disadvantages of entering into the transaction (2.1) The Company no longer receives dividend revenue from the business of XPCL. The disposal of XPCL’s shares causes the Company to lose the opportunity to earn dividends on investment in XPCL. However, the project is still under construction and must take approximately 2 years of construction to start COD. Moreover, the disposal of shares will be processed at the price based on the Discounted Cash Flow Approach which already combines the operating results of the Project in the future throughout the Projects’ period. As a result, the value received from the disposal of shares already reflects the future benefits expected to be received from the Project. However, the Company still holds CKP’s shares in a proportion of 19.34 percent of CKP’s registered capital. If the Project can generate dividends in the future, the Company will still earn returns from the Project through the payment of dividends of CKP in proportion to the Company’s shareholding.

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

(2.2) Operation costs incurred prior to the consideration of the Company’s shareholders. Due to the entering into the connected transaction is required to arrange the meeting of the Company’s shareholders to approve the entering into the transaction 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. Therefore, there may be operating costs incurred such as legal advisor fees, the financial advisor fees, costs of preparation of the notice of meeting, document transportation fees, meeting venue rental costs, and other costs related to the arrangement of the shareholders' meeting, etc. However, the following expenses have no significant impact on the transaction.

2.4 Advantages and Disadvantages between Entering into the Transaction with Related Parties and with Third Parties (1) Advantages of entering into the transaction with parties related to the Project and Disadvantages of entering into the transaction with third parties. (1.1) Being convenient for coordination and negotiation. The disposal of XPCL’ s shares to CKP, in which The Company and CKP have the same major shareholder which is CK, is the implementation in line with the business restructuring policy in CK’s Group. Therefore, the negotiations between the Company and related parties are more convenient than negotiations with third parties, as well as, the coordination of shares purchase between the Company and related parties is also more convenient. In addition, CKP has a deep understanding of XPCL’s business as CKP is the main project manager of the Project. While, third parties may not have knowledge and understanding in the operation of XPCL’s business. As a result, entering into the transaction with parties related is beneficial to both the buyer and the seller, as well as, in line with the policy of the major shareholder, which is CK.

(2) Disadvantages of entering into the transaction with parties related to the Project and Advantages of entering into the transaction with third parties. (2.1) There may be a conflict of interest. Entering into the transaction of the disposal of assets with related parties, may affect the negotiation of conditions in which the Company may not be able to fully bargain with related parties as much as bargaining with third parties. This may affect the minority shareholders of the Company. The selling price of the shares was appraised based on the Discounted Cash Flow Approach and such price was negotiated as if such transaction had been executed with a third party. For that reason, such price was reasonable. In the shareholders’ meeting to approve this transaction, the shareholders who have conflict of interest will not be able to vote.

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

2.5 Advantages and Disadvantages of Not Entering into the Transaction (1) Advantages of Not entering into the transaction. (1.1) The Company expects to receive dividend revenue from the business of XPCL. After the construction of the Project is completed, the Project will be able to start COD. According to the estimate of OptAsia, XPCL is expected to have annual gross revenue of approximately THB 15,000-15,500 million and net profit of approximately THB 4,000 – 9,000 million per year. Moreover, the Project is expected to continuously have net profits throughout the concession period. As a result, the Company’s revenue will increase from dividends paid by XPCL in proportion to the shareholding. XPCL has dividend payment policy at the rate of no less than 40 percent of the net income after tax and legal reserve in accordance with XPCL’s financial statements. XPCL shall take the following factors into account when considering dividend payment to the shareholders, such as, the XPCL's performance, financial status, liquidity, regulations and conditions regarding dividend payment as set in the loan agreements, including agreements or contracts that XPCL is obliged to comply with; and other factors as the Board of Directors deems appropriate which XPCL will start to pay dividend in 2021 as the Company might receive the reasonable return from dividends. However, during the first period prior to the start of COD, the Project will have operating loss due to there is no revenue from the distribution of electricity, but the operating costs already incurred.

(2) Disadvantages of Not entering into the transaction. (2.1) The Company loses the opportunity to disposal of XPCL’s shares. If the Company does not enter into this transaction, the Company will lose the opportunity to gain profit from the disposition of XPCL’s ordinary shares. The disposal of XPCL’s shares this time is worth approximately THB 2,065 million, and the Company will gain profit at THB 302.70 million. Moreover, the Company will lose the opportunity to receive cash from the disposal of XPCL’s shares to use as funds for the Company’s core businesses bidding.

(2.2) The Company still has duty to finance additional funds. Since the Project is currently still under construction, as of January 31, 2018 the overall progress of the construction of the Project was at 89.29 percent, the Company still has a burden to finance additional funds for the Project to be completed in late 2019. According to the loan agreement between XPCL and financial institutions that required the maintaining of debt to equity ratio (D/E Ratio) to meet the requirement, the Company have a duty to finance additional funds for capital increases until the construction of the Project will be completed not more than THB 399.20 million.

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

2.6 Risk Factors

(1) Risk of not being approved by financial institutions, as creditors, to dispose of XPCL’s shares. According to the loan agreement, there is a condition expressing that the transfer of XPCL’s shares is required the approval of financial institutions, as creditors, beforehand. The disposal of shares this time, the Company will dispose of shares to CKP which is the current shareholder of XPCL in a shareholding of 30 percent of the total issued and paid-up shares. In addition, CKP is the main project manager of the Project and the disposal of XPCL’s shares complies with the policy of business restructuring of the companies in CK’s Group. Currently, the Company has obligations to creditors of the Project by using the shares held by the Company as collateral for the loans, together with other shareholders. When the Company has already sold the shares to CKP, CKP will use such shares as collateral for the loans the same as what the Company did. Therefore, the disposal of shares does not affect in any way towards the operation of XPCL’s project. Currently, this stage is in the process of waiting for approval from financial institutions, as creditors, which will be finished before the transaction. Thus, the IFA has an opinion that there is a very rare chance that financial institutions, as creditors, will not agree to the disposal of XPCL’s shares.

(2) Risk of not being approved by the shareholders. In case that the shareholders’ meeting of the Company has a resolution to not approve the entering into the transaction, the Company will lose the opportunity to dispose of the shares and can not comply with the policy of CK’s Group to restructure its business structure. However, the Company does not have significant costs incurred prior to the shareholders’ meeting, except for the costs of the arrangement for the vote on the agenda related to this transaction, as well as, legal advisor fees, the IFA fees. Though, the Company still continues its business operation as usual.

In addition to the issues of analyzing advantages - disadvantages of entering into the transaction, advantages - disadvantages of entering into the transaction with parties related to the Project, advantages - disadvantages of not entering into the transaction, and several relevant risks, when considering the reasonableness of prices and terms of the transaction, the IFA has selected the valuation approach by using the Discounted Cash Flow Approach as the main approach in providing an opinion regarding the transaction. Since the aforementioned approach can reflect the operating results of the Project in the future. The IFA has an opinion that the XPCL’s reasonable price with the Company’s shareholding at 7.50 percent is THB 1,894 million, which is lower than the selling price at THB 171 million or -8.3 percent. And when conducting a sensitivity analysis of the discount rate, the values of XPCL’s shares in proportion to the Company's shareholding is in a range of THB 1,722 million – THB 2,071 million, which are higher and lower than the agreed selling price of THB 6 million and THB -343 million, or equal to 0.3 percent and -16.6 percent. As the agreed selling price, the Company will generate a profit in the amount of THB 302.70 Million. According to the aforesaid reasons, the IFA has an opinion that entering into the connected transaction and the disposal of assets is appropriate.

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

3. Valuation of Xayaburi Hydroelectric Power Project by Using Different Approaches

Independent Financial Advisor has considered the appropriateness of the price of XPCL’s ordinary shares based on information and assumption of business operation from the Company and related companies, the interview with its management and relevant staff, agreements, financial statements of the Company audited and reviewed by the auditor, other documents related to the transaction, assumptions and financial projections, and also from available public information in the SEC’s website (www.sec.or.th), the SET’s website (www.set.or.th) and the Bank of Thailand’s website (www.bot.or.th). However, the opinions of the Independent Financial Advisor are based on the assumptions that the received information and documents are completed and correct without any material change and also found on the economic situation and data incurred during the study period. If the above assumptions or factors have substantially changed, the Company may be affected by the changes and this would eventually affect the business operation. To consider the fair value of the transaction, the IFA has valuated XPCL’s shares value by using the 6 following approaches; 1. Book Value Approach 2. Adjusted Book Value Approach 3. Market Price Approach 4. Price to Book Value Ratio Approach or P/BV Ratio 5. Price-to-Earnings Ratio Approach 6. Discounted Cash Flow Approach After studying the information and documents, as well as, other related information, the IFA can summarize the opinion on the appropriateness of the share price as follows;

1. Book Value Approach The valuation of share value by this approach is the valuation based on the net book value of assets minus total liabilities, or equal to the shareholders’ equity of the Company divided by number of shares. As a result, the book value from this approch will be based on information from the financial statements audited by the auditor as at December 31, 2017. Details are as follows;

Item THB million

Registered capital 26,861.00 Issued and paid-up share capital 22,064.83 Unappropriated retained earnings (losses) (879.84) Other components of shareholders' equity (327.13) Total shareholders' equity 20,857.86 Number of ordinary shares (share)* 2,686,100,000 Book Value (THB per share) 7.77

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

Note: *Par value is equal to THB 10 per share.

XPCL had registered capital of THB 26,861 million divided into 2,686.10 million ordinary shares at par value of THB 10.00. Paid-up capital was THB 22,064.83 million. XPCL has gradually called for capital increases in accordance with the construction progress of the Project. Ordinary shares can be divided into groups as follows; Group 1: 1,625 million ordinary shares fully paid at a par value of THB 10 per share, representing a total value of THB 16,250 million. Group 2: 1,061.10 million ordinary shares, equivalent to THB 10,611 million, were partially paid at 54.80 percent, or equal to THB 5,814.83 million. Unpaid value is equal to THB 4,796.17 million. (Please see more details in the attachment 1) The valuation of share value by book value approach is THB 20,857.86 million, or equal to THB 7.77 per share. This approach can reflect only the financial position of the Company’s business as at December 31, 2017 but cannot reflect the current market value of assets and the profitability of the Company’s business in the future. The Company has a shareholding of 7.50 percent of XPCL’s registered capital, or equal to a value of THB 1,564.34 million, which is lower than the selling price of XPCL’ shares at THB 2,065 million. Therefore, the valuation of share value by book value approach is lower than the selling price by THB 500.66 million, or equal to 24.25 percent of the selling price.

2. Adjusted Book Value Approach The valuation of share value by this approach is derived from total assets, deducted by total liabilities of the Company, or equal to the shareholders’ equity of the Company as shown in the financial statements as at December 31, 2017, and adjusted by items occurred after the end of accounting period or the items that may reflect the actual value of assets and liabilities. The adjustment items may include premiums or discounts from the valuation of the net book value, assets impairment, etc. Currently, XPCL is under construction of the Project. Also, there is still no operating results and most assets consist of investments for the construction and the right to lease land from Laos PDR. Therefore, XPCL has not appointed an independent property appraiser to valuate assets prices. The IFA has an opinion that the value of investment in the Project is not likely to change significantly from the book value of XPCL as at December 31, 2017. However, there will be a significant event occurring subsequent to the date in the financial statements which is the calling for capital increases used in the construction in accordance with the construction progress of the Project during January to May 2018 in a total amount of THB 1,432.49 million, resulting in an increase in the total paid-up capital of XPCL and changes in the shareholders’ equity as follows;

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

Item THB million

Shareholders' equity as at December 31, 2017 20,857.86 Adjusted by the capital increases during January to May 20181/ 1,432.49 Adjusted shareholders’ equity 22,290.35 Enterprise value of XPCL based on the shareholding of 7.50 percent 1,671.77 Number of ordinary shares (share)2/ 2,686,100,000 Adjusted Book Value (THB per share) 8.30 Note: 1/ After the transaction has been completed, CKP must be responsible for the capital increased of XPCL after June 2018. 2/ Par value is equal to THB 10 per share. According to the adjusted book value approach, the value of shares in proportion to the shareholding of 7.50 percent of XPCL’s registered capital is equal to THB 1,671.77 million, which is lower than the selling price of XPCL’s shares at THB 2,065 million. Therefore, the valuation of share value by adjusted book value approach is lower than the selling price by THB 393.23 million, or equal to 19.04 percent of the selling price.

3. Market Price Approach This valuation approach will use weighted average historical closing prices of XPCL’s securities on the Stock Exchange of Thailand at a different point in time. Therefore, this valuation approach can not be used in valuation since XPCL is not listed on the Stock Exchange of Thailand. Thus, the current market price is unknown.

4. Price to Book Value Ratio Approach or P/BV Ratio For this valuation approach, the IFA uses book value of XPCL as shown in the latest financial statements as at December 31, 2017 audited by the auditor, multiplied by the median of P/BV Ratios of moving average for period of 7 days, 15 days, 30 days, 60 days, 90 days, 120 days, 180 days, and 360 days. The IFA has selected 5 comparable companies engaging in the same core business as XPCL, which is energy and utilities, and operate large scale of power plant business similar to XPCL consists of 5 companies, including Electricity Generating Public Company Limited (symbol “EGCO"), Ratchaburi Electricity Generating Holding Public Company Limited (symbol "RATCH"), Global Power Synergy Public Company Limited (symbol "GPSC"), Glow Energy Public Company limited (symbol "GLOW"), and CK Power Public Company Limited (symbol "CKP"). The median of P/BV Ratios of moving average for certain period of comparable SET-listed companies are calculated from the moving average of closing prices of those companies by counting backward from December 31, 2017 for the aforementioned periods, divided by book value of the companies. Information of comparable companies engaging in Energy and Utilities sector can be summarized as follows;

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

(Unit : THB million) Company Business Overview Market Total Assets** Revenue** Net Profit** Value* EGCO The company operates as a holding company with its 113,716 200,333 38,059 11,818 main business in 1) Operating power plants and supply electricity through independent power producer (IPP) and small power producers (SPP), 2) Providing operation, maintenance, engineering and construction services to power plants, petrochemical plants, oil refineries and other industries, 3) Water business, which produces tap water and supplies it to the Provincial Waterworks Authority of Thailand (PWA). RATCH The company is operated as a holding company. Its 78,663 94,225 46,891 6,107 investment is mainly focused on fossil fuel power generation projects, renewable projects as well as businesses adjacent to electricity generation and energy both in Thailand and internationally. GLOW The company operates as an independent power 118,858 106,030 52,537 9,076 producer (IPP), cogeneration business, and a small power producer (SPP), as well as electricity, steam, clarified and demineralized water to industrial customers in the Map Ta Phut Industrial Estate and nearby, Rayong. CKP The company is a holding company that invests in 29,775 60,462 6,930 306 companies generating and distributing electricity. The Company invests in Nam Ngum 2 Power Company Limited that generates electricity from hydropower plants as a core company. GPSC The company operates the powergeneration business 107,878 59,968 21,290 3,175 to support growth of the PTT’s group as well as other industries. The company invests in power projects, both domestic and overseas. It is also determined to develop technologies for improving energy storage. Note: * Information as at December 31, 2017. ** Information of EGCO, RATCH, GLOW, CKP, GPSC are based on the financial information as at December 31, 2017 (12-month period) which XPCL is the company who generate hydroelectric power that had the total assets of 107,751 million THB as of Dec 31,2017.

According to this valuation approach, P/BV Ratios of XPCL are in the range of 1.61 - 1.92 times. Details are as follows;

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

Moving Average (Day) Unit : Time 7 30 60 90 120 180 360 EGCO 1.35 1.35 1.38 1.40 1.39 1.38 1.34 RATCH 1.26 1.27 1.26 1.26 1.25 1.22 1.22 GLOW 2.52 2.61 2.68 2.68 2.60 2.51 2.47 CKP 1.71 1.69 1.72 1.64 1.57 1.48 1.43 GPSC 2.77 2.43 2.33 2.10 1.96 1.77 1.61 Median 5 companies 1.92 1.87 1.87 1.82 1.76 1.67 1.61 Share price (THB) 14.93 14.51 14.56 14.10 13.63 13.00 12.53 Firm value of XPCL 40,107 38,967 39,104 37,870 36,617 34,908 33,653 (THB million) Source: SETSMART

According to this valuation approach, the value of XPCL is in the range of THB 33,653 – 40,107 million. The Company has a shareholding of 7.50 percent of XPCL’s registered capital, representing THB 2,523 – 3,008 million, which is higher than the selling price of XPCL’s shares at THB 2,065 million. Therefore, the valuation of share value by P/BV Ratio approach is higher than the selling price by THB 458 – 943 million, or equal to 22.18 – 45.67 percent of the selling price. However, this valuation approach is the consideration of financial position at any one time by comparing with the average ratios of the comparable companies, regardless of profitability and operating results of the Company in the future. In addition, XPCL is still under construction and has not yet started COD. Therefore, this valuation approach may not reflect the appropriate value.

5. Price-to-Earnings Ratio Approach For this valuation approach, earnings per share of XPCL for the year 2017 based on the financial statements audited by the auditor shall be multiplied by the median of P/E Ratios of 5 comparable SET-listed companies in Energy and Utilities sector the same as P/BV Ratio approach. However, since XPCL is under construction and has not started COD, there is no operating results. Therefore, the IFA can not valuate XPCL’s share price by using Price-to-Earnings Ratio Approach.

6. Discounted Cash Flow Approach (DCF) According to the valuation of the investment in Xayaburi hydroelectric power project, which is a green field project and has no operating results in the past, the IFA has an opinion that Discounted Cash Flow Approach is the most appropriate approach to valuate the feasibility of the Project. Due to this approach takes cash flows expected to be received in the future from the business operation into consideration and used to calculate the present value or the rate of return on investment.

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

This valuation approach takes into account XPCL’s future operating performances by deriving present value of future cash flow streams using an appropriate discount rate calculated from the weighted average cost of Capital (WACC). Revenues of the Project come from the distribution of electricity to Electricity Generating Authority of Thailand ("EGAT") and Electricite du Laos ("EdL"). The construction period is no longer than 2 years, which is between 2018 - October 2019, then the Project will start COD in accordance with the concession agreement for 31-year period from COD which is from November 2019 - October 2050, in line with PPA with EdL. Whlist PPA with EGAT will last 29 years and XPCL has right to negotiate with EGAT to renew the period, then the IFA assumes that the PPA will be renewed for another 2 years, equal to the concession period of 31 years. It is expected that EGAT will have continuous demand to purchase electricity in line with the ongoing demand of electricity. At the end of the concession period, the IFA assumes that XPCL must transfer ownership in all assets of the Project to Lao PDR and no longer has right in revenue and assets of the Project. Therefore, the projection of cash flow of the Project will have a total period of 33 years (construction period is no longer than 2 years and the operating period is 31 years). In preparing the financial projection of the Project, the IFA has referred to the feasibility study of the Project, estimates, information, and assumptions received from the Company and related companies, including the interviews with the management, necessary information from the management and relevant staff for the purpose of valuation of the Project. However, according to the overall economic conditions and other external factors that affect the operation of the Project are uncontrollable, and the internal situation of the Company that may change significantly and affect the determined assumptions, the value of the Project valuated by this approach may change in the future as well. According to the study of information and documents of the Project, as well as, other relevant information, the IFA can summarize factors and assumptions used as part of the provision of opinion regarding the value of the Project as follows;

(1) Project Overview Xayaburi Hydroelectronic Power Project is located on the Mekong River in Xayaburi Province, approximately 80 kilometres south of Luang Prabang, and 160 kilometres away from Chiang Khan District, Loei Province, Thailand. Xayaburi Hydroelectronic Power Project is a run-of-river power plant with the installed generating capacity of 1,285 MW and the average annual generating energy output of 7,589 GWh. The electricity that could be produced depends on many factors such as water speed flowing and the height of dam (the approximately height is 28.5 metres). The energy of falling water is the factor that generate the electricity. A turbine converts the kinectic energy of falling water into mechanical energy and then electrical energy. However, energy losses occur due to friction and this reduces the actual rate of power production includes losses from generator, losses from transformer and losses through the process of water flow. Xayaburi Hydroelectric Power Project is a hydroelectric power project that obtained a Build-Own- Operate and Transfer (BOOT) concession agreement with Government of Lao People’s Democratic Republic,

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

of which all project facilities will be transferred to Government of Lao People’s Democratic Republic at the end of concession period. PPA with EGAT will last 29 years in which the IFA assumes that the power purchase agreement will be renewed for another 2 years, equal to the concession period of 31 years. It is expected that EGAT will have continuous demand to purchase electricity in line with the ongoing demand for electricity. The powerhouse is installed with 8 Kaplan turbine-generators, including 7 Kaplan turbine-generators with the installed generating capacity of 175 MW, totaling 1,225 MW, sold to EGAT and 1 Kaplan turbine-generator with the installed generating capacity of 60 MW sold to EdL. The proportion of electricity distributed to EGAT and EdL is approximately 95 to 5 in which there is an installation of transmission lines split between EGAT and EdL. Major raw material for electricity generation of hydropower project is the Kong river water flow.

(2) Revenue from sales of electricity (2) A Energy sold to EGAT the energy sold to EGAT derived from 7 Kaplan turbine-generators with the maximum generating capacity that can be dispatched for distribution of 7,246 gigawatt - hour per year. o Type of energy Based on the power purchase agreement (PPA), purchased energy can be classified into 3 main types as follows; - Primary Energy is the maximum weekly dispatched energy in every week on Monday – Saturday of up to 16 hours per day (6.00 – 22.00 hours), totaling of 96 hours per week. PE annual supply target is set at 4,299 gigawatts. - Secondary Energy is the maximum weekly dispatched energy in every week on Monday – Saturday of up to 5.35 hours per day (22.00 – 24.00 hours and 0.00 – 6.00 hours), and 8 hours on Sunday (0.00 – 24.00 hours), totaling of 40.10 hours per week. SE annual supply target is set at 1,410 gigawatts. - Excess Energy is the maximum weekly dispatched energy in every week on Monday – Saturday of up to 2.65 hours per day, and 16 hours on Sunday, totaling of 31.90 hours per week espically in the period of large volume of water, more energy could generate than PE and SE which excess than the agreement with EGAT. The excess energy can record in the reserve account to compensate the year that volume of water is not enough that could not generate sufficient power as agreed. If there is any excess energy, the excess energy will be purchased 90% of available excess energy. However, the actual delivery of energy will follow the weekly declaration. Each energy component for a given week shall subject to expected dailywater flow each week and also have a relationship with the generating capacity of each period, as well as, the actual energy supply distributed to EGAT shall be adjusted with the Technical Transmission and Distribution Losses (TDL) of 2 percent of the maximum generating capacity that can be sold.

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

o Energy tariff Energy tariff shall be classified by type of energy and customers in accordance with the PPA, including energy tariff of primary energy, energy tariff of secondary energy, and energy tariff of excess energy. Energy tariff shall be in a range of THB 1.40 – THB 2.54 per KW and there is no increasing rate of energy tariff charged to EGAT. Payment currency for Primary Energy shall be made in THB and USD with ratio of 50:50, while all payments for Secondary Energy and Excess Energy shall be made in THB. The reason of using USD as one of the payment is the exchange rate risk management by using natural hedge due to some payments need to be paid in USD such as loan and interest. The exchange rate that will be used is approxiamate THB 31.89 - 33.34 per USD. In the case that EGAT does not purchase such excess energy, EdL is also willing to purchase due to insufficient electricity in Lao PDR.

(2) B Energy sold to EdL EdL agrees to purchase total energy of 343 gigawatt - hour per year generated by 1 generating unit. The engergy tariff that EdL purchases is based on the power purchase agreement in which there will be an increasing rate in the 11th year of the agreement (2029). Every type of electricity tariff that EdL make a payment will be made in THB.

(2) C Revenue during UOP Currently, the construction of the Project is progressing well. According to XPCL’s plan, the Project will gradually start the testing operation of its generators one by one until all 8 generators are completely started, which is expected to start the testing operation of the first generator in November 2018 and all generators will be completely started in October 2019 prior to the start of COD. This period is called Unit Operation Period (UOP). The testing operation of 7 generators will be sold to EGAT and another one generator will be sold to EdL. In this period, energy tariff will be lower than the tariff stating in the PPA by 25.00 percent which is in a range of THB 1.05 – 1.91 per kilowatt. The proceeds from the sale of electricity during this period will not be recorded as revenues but will be used as a source of capital for the investment in the Project. Subsequently, on the Commercial Operation Date (COD) onwards, the energy tariff will be in accordance with the normal rate as described in (2) A.

Sales volumes and revenue from the sales of electricity throughout the projection period can be summarized as follows;

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

Projection of Revenue (Unit: THB million) Year 2018 2019 2020 - 2049 2050 Revenue from sales to EGAT 0 2,412 14,551 – 14,686 12,120 Revenue from sales to EdL 0 117 699 - 806 665 Total revenue from the sales of electricity 0 2,528 15,250 – 15,492 12,785

Sold energy volume (GWh) 1.Primary energy - EGAT 0 717 4,299 3,548 2.Secondary energy - EGAT 0 235 1,410 1,164 3.Excess energy - EGAT 0 183 1,098 906 4.Primary energy - EdL 0 35 213 176 5.Secondary energy - EdL 0 12 71 58 6. Excess energy - EdL 0 10 60 49 7.Total energy sold to EGAT (1+2+3) 0 1,135 6,807 5,618 8.Total energy sold to EdL (4+5+6) 0 57 343 283 Note: The projection period is 33 years starts from 2018 to 2050.

The IFA has an opinion that the assumptions of revenue are appropriate due to they are designated under the relevant agreements.

(3) Cost of sales Estimated cost of Xayaburi hydroelectric power project is primarily set by CKP which has experience in the operation of Nam Ngum 2 hydroelectric power project (Nam Ngum 2 hydroelectric power project is a storage dam and Xayaburi hydroelectric power project is run-of-river barrage). Major costs of sales consist of royalty fees based on the concession agreement, rental fee for the Project’s location, maintenance costs, engineering consulting fees, environmental and public management costs, insurance expenses, etc. The IFA has determined a rate of increase in accordance with the average inflation rate for 31 years (CPI) which is in 2017, CPI was at 3.23 percent per year. The statistical figure reflects the changes in prices of goods and services for consumers in the long term. • Salaries of operating and maintenance staff (O&M) comprise of operating staff, controlling engineers working in different parts of the Project, and supporting staff such as food department, security department, environment management department, totaling of THB 16.70 million per month. The IFA has determined a rate of increase of 6.46 percent per year, or 2 times of CPI for 31 years. This rate will be applied throughout the projection period. • Costs of maintenance are the costs of maintenance, overhaul, and replacement of equipment and machinery parts, including equipment for electricity generation, machinery used in other parts of the Project, electronics equipment in the transmission line system. Major equipment and machinery will be replaced in accordance with scheduled period such as turbine used for electricity generation, large water pumps, and electricity transmission equipment, etc.

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

o Annual maintenance will be charged at a rate of 0.20 percent of the value of electrical equipment and machinery. o Overhaul can be divided into major overhaul which is categorized as cost of investment according to Clause no. 8 with the average rate of 4.4 percent of total revenue, and partial overhaul which is categorized as expenses with the average rate of 1.8 percent of total revenue. Major overhaul and partial overhaul will be switched to execute in every 6 years. • Royalty fees based on the concession agreement is the compensation to be paid to Laos PDR throughout the concession period at the rate defined in the concession agreement. The rate of royalty fees will be charged in line with revenue from the sales of electricity which is in the range of 0 percent to 10 percent of the total revenue from the sales of electricity throughout the concession period. • Other costs consist of engineering consulting fees, technical consulting fees, travelling expenses, costs of society, community, and environment management which are in the range of 1 - 2 percent of total revenue.

Projection of costs of sales (Unit: THB million) Year 2018 2019 2020 2021 2022 2023 2024 2025 2026 Operating costs 0 65 298 312 328 344 411 813 833 Other costs 0 625* 159 171 168 132 136 136 132 Total 0 690 457 483 496 476 547 949 965 Year 2027 2028 2029 2030 2031 2032 2033 2034 2035 Operating costs 720 743 792 945 971 1,000 1,030 1,087 1,247 Other costs 136 140 144 149 153 158 163 168 173 Total 856 882 936 1,093 1,124 1,158 1,193 1,255 1,420 Year 2036 2037 2038 2039 2040 2041 2042 2043 2044 Operating costs 1,283 1,455 1,496 1,432 1,604 1,654 1,706 1,762 1,822 Other costs 179 184 190 196 202 208 215 222 229 Total 1,462 1,640 1,686 1,628 1,806 1,862 1,921 1,984 2,050 Year 2045 2046 2047 2048 2049 2050 Operating costs 1,885 1,952 2,150 2,856 2,937 2,507 Other costs 236 243 251 259 267 246 Total 2,121 2,196 2,401 3,114 3,204 2,753 Note: 1. The projection period is 33 years starts from 2018 to 2050. The aforementioned costs excluded depreciation. 2. Operating Costs consist of salaries, maintenance costs and royalty fees based on the concession agreement. *Compensation for CH. Karnchang (Lao) Co., Ltd is approximately THB 600 million in case of finished the test procedure of generator construction prior to the UOP schedule which calculated based on the number of days that prior the schedule and it will be one-time expense.

The IFA has an opinion that the assumptions of costs of sales are appropriate.

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

(4) Selling and administrative expenses Selling and administrative expenses consist of salary and employee expenses, travelling expenses, rental expenses, audit fees, consulting fees, public relation expenses, office expenses, and other expenses. The IFA has determined a rate of increase in accordance with the average inflation rate for 31 years (CPI) which is in 2017, CPI was at 3.23 percent per year. The statisical figure reflects the changes in prices of goods and services for consumers in the long term. • Salary and benefits, according to the previous expenses, were equal to THB 1.65 million per month. The IFA has determined a rate of increase of 6.46 percent per year, or 2 times of CPI for 31 years. This rate will be applied throughout the projection period. • Share Services expenses are set at THB 5.78 million per month based on the agreement with CKP. The IFA has determined a rate of increase of 3.23 percent per year. This rate will be applied throughout the projection period. • Travelling expenses, according to the previous expenses, were equal to THB 1.40 million per month. The IFA has determined a rate of increase of 3.23 percent per year. This rate will be applied throughout the projection period. • Insurance expenses, reference from the similar project of CKP which include assets insurance, business interruption insurance, and third-party insurance, etc., are set at THB 15.86 million per month. Insurance expenses represent of approximately 0.20 percent of fixed assets. • Other expenses include advertising expenses, entertainment expenses, consultant expenses, bank fees, directors' remuneration, office rental expenses, and utilities expenses, etc. According to the previous expenses, other expenses were THB 4.53 million per month. The IFA has determined a rate of increase of 3.23 percent per year. This rate will be applied throughout the projection period.

Projection of selling and administrative expenses (Unit: THB million) Year 2018 2019 2020 2021 2022 2023 2024 2025 2026 Total Selling and administrative expenses 87 58 355 361 367 374 380 387 395 Year 2027 2028 2029 2030 2031 2032 2033 2034 2035 Total Selling and administrative expenses 402 410 418 427 436 445 455 465 475 Year 2036 2037 2038 2039 2040 2041 2042 2043 2044 Total Selling and administrative expenses 486 498 510 522 535 549 563 577 593 Year 2045 2046 2047 2048 2049 2050 Total Selling and administrative expenses 609 625 643 661 680 583 Note: the projection period is 33 years starts from 2018 to 2050.

The IFA has an opinion that the assumptions of selling and administrative expenses are appropriate.

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

(5) Depreciation The assumption of a straight-line basis is applied. Details of depreciation are as follows; - Building, generators and machinary 31 years - Leased asset improvements 10 years - Furniture and office equipment 3 and 5 years - Motor Vehicles 5 years Depreciation will be calculated since the Project starts COD which is October 29, 2019 onwards, until the expiry of the concession period for 31 years in October 2050.

(6) Structure of investment and sources of funds Details of the Project’s investment and sources of funds can be summarized as follows; Use of investment (THB million) Sources of funds (THB million) 1 Engineering, procurement, and construction 96,910 1 Loans from financial institutions 80,724 2 Engineering, project management, and 12,749 2 Loans from shareholders 17,241 environmental expenses 3 Interest during construction and financial fees 24,898 3 Funds from UOP 9,731 4 Funds from shareholders 26,861 Total use of investment 134,557 Total sources of funds 134,557

Investments in the Project consist of construction costs based on contract, engineering, procurement and construction such as civil works, hydropower system, mechanical devices, and high voltage systems. Moreover, there are also additional constructions to be suitable for the Project and environment such as fish passage and navigation lock, etc. In addition to major construction costs, there are other costs involved with the Project such as development cost for communities that are moved due to the construction of the Project, development cost of surrounding environment, costs of engineering consultants, research of fish migration in the Mekong River, procuring management, project management, etc. UOP is a period from October 29, 2018 to October 29, 2019 which is the testing period of electricity generation and distribution of the Project. The funds from UOP will be used as a source of funds to finance the construction and operation of the Project prior to COD, totaling of THB 8,938 million which calculated from number of days that expect to generate electricity from each generator during UOP period.

(7) Loans and loans interest The Company has receieved syndicate loans from domestic financial institutions, comprising BBL, KTB, SCB, KBANK, EXIM, and TISCO. XPCL has signed loan agreements and agreements related to loans on October 31, 2011. Types of loans can be summarized as follows;

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

Loan Amount Type of Loans Objective Loan Amount Loan Interest Rate As of Dec 31, 2017 Tranche A Used for the THB 56,409 THB 44,980 million Prior to COD = MLR+0.25% construction million per year Subsequent to COD = MLR Tranche B Used for the USD 711 million USD 622 million Prior to COD = LIBOR+3.50% construction per year Subsequent to COD = LIBOR+3.25% per year Tranche C Guarantee obligations USD 49 million - based on PPA T ranche D* Used for the THB 5,879 .- Prior to COD = MLR+0.25% construction in case that million per year there is no electricity Subsequent to COD = MLR distribution during UOP (in case that the Project runs out of other types of loans and capitals). Loans from Used for the additional THB 17,241 THB 14,882 million Prior to COD = MLR+0.25% shareholders work for construction million per year Subsequent to COD = MLR *According to the projection, this type of loans has stil not been withdraw due to the Project is expected to have the sales of electricity during UOP.

Repayment of Tranche A and B starts from the end of the 15th month subsequent to COD which is March 31, 2020 in which the repayment shall be divided into 22 semi-annual payments. For tranche D, the full repayment shall be made within between a complete of 20 years 6 months after the signing date of loans agreement or the last date of the 132nd month subsequent to the first date of the principal repayment of Tranche A and B, whichever comes first. Interest payment made prior to COD shall be classified as investment in part of interest during construction.

Payment of long-term loans and interest (Unit: THB million) Year 2018 2019 2020 2021 2022 2023 2024 Principle repayment 0 0 0 (5,493) (6,068) (6,580) (7,141) Interest payment 0 1,051 6,310 6,371 6,046 5,614 5,145 Year 2025 2026 2027 2028 2029 2030 2031 Principle repayment (7,823) (8,506) (9,262) (10,116) (10,993) (11,944) (13,554) Interest payment 4,633 4,074 3,466 2,804 2,081 1,296 421

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

(8) Capital Expenditure Capital expenditure consists of the costs of major overhaul and maintenance for every 12 years, representing a total investment of approximately THB 1,665 million which the main maintenance will be reserved in reserve account every year before the first maintenance in year 12 and investments related to the office, computer program, and vehicles, including cars, boats, representing the annual average costs of THB 8 million.

(9) Corporate Income Tax Corporate income tax rates are in the range of 0.00 – 15.00 percent per year as stipulated in the concession agreement which the first year that will be paid corporate income tax is 2024.

(10) Turnover Turnovers based on conditions in related agreements and XPCL’s policies are as follows; Trade account receivables and other receivables 45 days on average Trade account payables and other payables 30 days on average Construction payables 30 days on average

(11) Terminal Value There is no terminal value due to at the expiry of the concession XPCL must transfer ownership in all assets of the Project to Lao PDR.

According to the aforementioned information, the summary of financial projection of 2018 – 2050 is as follows; Financial projection and financial position (Unit: THB million) Year 2018 2019 2020 2021 2022 2023 2024 2025 2026 Total revenues 0 2,528 15,250 15,330 15,385 15,385 15,385 15,385 15,385 Operating costs 0 690 457 483 496 476 547 949 965 Selling and administrative 87 58 355 361 367 374 380 387 395 expenses Net Profit (97) 1 4,050 4,048 4,413 4,859 5,243 5,340 5,776 EBITDA (87) 1,780 14,438 14,486 14,521 14,535 14,457 14,048 14,025 Total assets 119,368 127,109 133,043 127,663 126,619 125,281 123,773 121,706 119,362 Total liabilities 95,113 101,551 103,435 94,007 88,550 82,352 75,601 68,195 60,074 Total Shareholders’ equity 24,255 25,558 29,608 33,656 38,069 42,929 48,172 53,512 59,288 Year 2027 2028 2029 2030 2031 2032 2033 2034 2035 Total revenues 15,385 15,385 15,402 15,492 15,492 15,492 15,492 15,492 15,492 Operating costs 856 882 936 1,093 1,124 1,158 1,193 1,255 1,420 Selling and administrative 402 410 418 427 436 445 455 465 475 expenses

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Net Profit 6,471 7,075 7,752 8,446 9,209 9,570 9,537 9,466 9,246 EBITDA 14,126 14,092 14,048 13,971 13,931 13,889 13,844 13,772 13,596 Total assets 116,945 114,291 107,536 104,435 100,476 110,432 120,355 130,210 139,853 Total liabilities 51,187 41,457 26,951 15,403 2,235 2,621 3,008 3,397 3,794 Total Shareholders’ equity 65,759 72,834 80,586 89,032 98,241 107,811 117,347 126,813 136,059 Year 2036 2037 2038 2039 2040 2041 2042 2043 2044 Total revenues 15,492 15,492 15,492 15,492 15,492 15,492 15,492 15,492 15,492 Operating costs 1,462 1,640 1,686 1,628 1,806 1,862 1,921 1,984 2,050 Selling and administrative 486 498 510 522 535 549 563 577 593 expenses Net Profit 8,948 8,780 8,724 8,768 8,545 8,341 8,272 8,173 8,086 EBITDA 13,543 13,354 13,296 13,342 13,150 13,081 13,008 12,930 12,849 Total assets 149,188 158,367 167,478 172,787 181,730 190,459 199,120 207,682 216,157 Total liabilities 4,181 4,580 4,967 1,509 1,907 2,296 2,684 3,073 3,462 Total Shareholders’ equity 145,007 153,787 162,511 171,278 179,823 188,163 196,436 204,609 212,695 Year 2045 2046 2047 2048 2049 2050 Total revenues 15,492 15,492 15,492 15,492 15,492 12,785 Operating costs 2,121 2,196 2,401 3,114 3,204 2,753 Selling and administrative 609 625 643 661 680 583 expenses Net Profit 8,016 7,888 7,475 6,774 6,532 4,961 EBITDA 12,762 12,671 12,448 11,716 11,607 9,448 Total assets 224,563 232,841 240,716 247,933 251,019 255,943 Total liabilities 3,852 4,242 4,642 5,084 1,638 1,601 Total Shareholders’ equity 220,711 228,599 236,074 242,848 249,380 254,342 Note: the projection period is 33 years starts from 2018 to 2050. Operating costs and selling and administrative expenses excluded depreciation.

(12) Discount Rate The discount rate applied to the calculation of the present value of free cash flow is the Weighted Average Cost of Capital (WACC) according to the capital structure of the Project, which derived from the

weighted average of Cost of Debt (Kd) and Cost of Equity (Ke) of the Project based on the following formula;

WACC = Ke*E/(D+E) + Kd*(1-T)*D/(D+E)

Ke = Cost of equity or shareholders’ required rate of return (Re)

Kd = Cost of debt or loan interest rate of the Project T = Corporate income tax rate E = Total shareholders’ equity D = Interest-bearing debt

Cost of equity (Ke) or the required rate of return for shareholders (Re) is derived from the Capital Asset Pricing Model (CAPM) as follows;

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

Ke = Rf + β(Rm - Rf) Whereby

Risk Free Rate (Rf) = 3.17 percent per annum based on 31- year government bond yield which is an appropriate period to reflect the long-term risks for the Project with a concession period of 31 years (information as of December 31, 2017). It is a government bond yield of the government bond that is continuously issued and offered and the period is consistent with the valuation. (Source: www.thaibma.or.th). However, if counted the construction period 2 years, the total number of years will be 33 years. Nontheless, using risk free rate of 33 years do not have any significant effect to the valuation. Beta (β) = Based on Beta in 2 years, which is a period that is expected to reflect the risks of the business, of 5 comparable companies listed on the Stock Exchange of Thailand in energy and utilities sector and operate large scale of power plant business similar to XPCL, including Electricity Generating Public Company Limited (symbol “EGCO"), Ratchaburi Electricity Generating Holding Public Company Limited ( symbol "RATCH"), Global Power Synergy Public Company Limited (symbol "GPSC"), Glow Energy Public Company limited (symbol "GLOW"), and CK Power Public Company Limited ( symbol " CKP") ( Details of comparable companies are in the table of approach number 4) . Beta is a coefficient compared with the index of Stock Exchange of Thailand in the previous 2 years, starting on January 1, 2016 to December 31, 2017 and adjusted to be Unlevered Beta with an average of 0.47. Then, it is calculated as Levered Beta of the Project in which the Beta will be adjusted based on the structure of debt to equity in each year throughout the projection period. Brief details of Beta of comparable companies are described in the table below. (Source: http://www.efinancethai.com/)

Company Levered Beta* EGCO 0.34 RATCH 0.31 GLOW 0.81 CKP 1.15 GPSC 0.97 Note: *Information of Beta coefficient in the previous 2 years since January 1, 2016 to December 31, 2017.

Market Risk (Rm) = 14.43 percent per annum, which is the 31-year average rate of monthly return from the investment in market portfolio of the Stock Exchange of Thailand during 1987 –

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2017 in which the period is consistent with the concession period of 31 years. (Source: http://www.setsmart.com/)

Kd = Based on the weighted average loans interest rates of financial institutions in which the loans interest rate of the Project is the average long- term loans. There are changes in accordance with the financial structure or D/E Ratio in each year. The average loans interest rate over the projection period is estimated at 6.77 percent.

According to the aforementioned assumptions, the average Ke is 12.13 percent and the average Kd is 6.77 percent. When calculating the Weighted Average Cost of Capital (WACC) in proportion to liabilities and shareholders’ equity each year (D/E Ratio is in the range of 0.00 – 3.77 times) and WACC is in the range of 8.46 to 11.21 percent per year throughout the projection period of 33 years (construction period is 2 years and revenue projection period is 31 years).

Calculation of the Project’s free cash flow to the firm can be summarized as follows;

Free cash flow to the firm of the Project (Unit: THB million) Year 2018 2019 2020 2021 2022 2023 2024 2025 2026 Free Cash Flow to the Firm (10,978) 564 14,205 14,804 14,806 14,864 14,758 14,373 14,158 (FCFF) Present Value of FCFF (9,881) 457 10,329 9,708 8,793 8,023 7,270 6,501 5,951 Year 2027 2028 2029 2030 2031 2032 2033 2034 2035 Free Cash Flow to the Firm 14,246 14,229 10,274 14,105 14,067 13,991 13,978 13,874 13,703 (FCFF) Present Value of FCFF 5,558 5,195 3,544 4,653 4,515 4,141 3,814 3,491 3,179 Year 2036 2037 2038 2039 2040 2041 2042 2043 2044 Free Cash Flow to the Firm 13,411 13,232 13,171 9,368 13,019 12,783 12,680 12,650 12,540 (FCFF) Present Value of FCFF 2,869 2,610 2,395 1,571 2,013 1,822 1,667 1,533 1,401 Year 2045 2046 2047 2048 2049 2050 Free Cash Flow to the Firm 12,490 12,367 11,964 11,322 7,170 9,011 (FCFF) Present Value of FCFF 1,287 1,175 1,048 914 534 627 Note: calculation of present value starts from the construction period of 2 years, combined with the revenue projection period of 31 years, totaling 33 years from 2018 to 2050.

According to the above table, the present value of free cash flow to the firm (FCFF) of the Project is THB 108,706 million. Subsequent to the deduction of the investment value, it is the NPV of the base case of the Project for evaluating the reasonableness of the investment in the Project in accordance with the following approach;

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

1 2 n Net Present Value (NPV) = CF0+CF1/(1+WACC) +CF2/(1+WACC) +…+CFn/(1+WACC)

Present Value of Free Cash Flow 108,706 THB million Add: Cash and cash equivalent as of December 31, 2017 945 THB million Less: Outstanding interest bearing debts as of December 31, 2017 (85,827) THB million Net present value of cash flow as of December 31, 2017 23,824 THB million *Add: Paid-up shares from capital increases* 1,432 THB million Net present value of cash flow as of May 31, 2018 25,256 THB million Shareholding proportion of BEM in XPCL 7.5% Value of shares in proportion of BEM’s sharholding 1,894 THB million *The project gradually calls for the payment for issued shares from capital increases every month. During January - May 2018, all shareholders will have to pay the total amount of THB 1,432 million for capital increases. While, the purchase of shares is expected to occur in June 2018. According to the above information, it can be summarized that the firm value as at May 31, 2018 is equal to THB 1,894 million. In addition, the IFA has conducted a sensitivity analysis based on adjusting the discount rate or WACC increased / decreased by 2.00 percent of WACC each year which the discount rate has included many factors that even assumption might be change, but reasonable range of price still be illustrated. Therefore, the share value in proportion to the Company’s shareholding is in a range of THB 1,722 million – THB 2,071 million. As at May 31, 2018 3 cases of sensitivity analysis Adjustment of WACC +2.0% 0.0% -2.0% Firm value (THB million) 1,722 1,894 2,071 According to the sensitivity analysis, there are the values of shares in proportion to the Company's shareholding which are higher and lower than the agreed selling price of THB 6 million and THB -343 million, or equal to 0.3 percent and -16.6 percent. From the valuation, the assumption of selling the electricity is based on the concession agreement of 31 years. However, in the case of EGAT will not extend the PPA, the project will generate revenue from EGAT for 29 years and the last 2 years will not generate any revenue from selling electricity. This criterion would lower the free cash flow than the aformentioned table which equals to THB 1,894 million and the value would be lower than the agreed value which is THB 2,065 million. Therefore, the IFA has an opinion that the agreed value is the reasonable price under this circumstance. The financial projection is based on assumptions provided by the Company and the related companies under the current economic conditions and circumstance. If there is any change in the business plan, policies of XPCL, and economic condition that will materially affect the assumptions and variables used herein, the future operating results of XPCL might not be as projected and the value of the XPCL’s share price evaluated by this approach may also change accordingly.

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

4. Summary of the Independent Financial Advisor’s Opinion

The IFA has considered the information and concluded that the disposal of shares of Xayaburi Power Company Limited in a proportion of 7.50 percent of registered capital, or equal to 201,457,499 shares, representing a total value of THB 2,065 million to CKP is the connected transaction due to the Company and CKP have a common major shareholder, which is CK. The disposal of XPCL’s shares will increase the Company’s liquidity and can be used as funds of the Company for investment in projects that the Company is experienced in which are rail and expressway projects especially projects to be launched by the government sector for the private sector’s bidding, both rail and expressway projects, and other projects in which the Company has considered that the projects have potential to support the Company’s growth in the future. In addition, the disposal of the shares also reduces the burden of additional capital increases in the future. Since the Company holds shares of CKP in a proportion of 19.40 percent of CKP’s registered capital and CKP will have a shareholding of XPCL at 37.50 percent of XPCL’s registered capital, the Company does not need to hold XPCL’s shares directly anymore. As a result, the disposal of XPCL’s shares is appropriate.

Value of XPCL’s shares held by the Company Valuation approach (THB million) 1. Book Value Approach 1,564 2. Adjusted Book Value Approach 1,672 3. Price to Book Value Ratio Approach 2,523 – 3,008 4. Price to Earnings Ratio Approach N/A 5. Market Value Approach N/A 6. Discounted Cash Flow Approach 1,722 – 2,071

According to 6 aformentioned valuation approaches, the IFA determined to use the Discount Cash Flow Approach to value of XPCL. When considering the valuation by using the Discounted Cash Flow Approach as the main approach, the value of XPCL in proportion to the Company’s shareholding is equal to THB 1,894 million, which is lower than the agreed selling price by THB 171 million, or equal to -8.3 percent. And when conducting a sensitivity analysis of the discount rate, the values of XPCL’s shares in proportion to the Company's shareholding is in a range of THB 1,722 million – THB 2,071 million, which are higher and lower than the agreed selling price of THB 6 million and THB -343 million, or equal to 0.3 percent and -16.6 percent. Therefore, the agreed selling price at THB 2,065 million is appropriate. Therefore, the IFA has considered that shareholders should approve the entering into the connected transaction and the disposal of assets. However, the final decision shall be at own discretionary of the shareholders. The shareholders should consider the information in the notice to the shareholders’ meeting and its enclosures before making the decision.

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

OptAsia Capital Company Limited as the Independent Financial Advisor hereby certifies that the opinions have prudently been provided in compliance with the professional standards and principles, with due regard to the shareholders’ benefits.

Your Sincerely, OptAsia Capital Company Limited

(Mr.Jarin Saksirisilp) (Ms.Jariya poonyavanich) Director Director

(Mr.Annop Saengvanich) Supervisor

Contact: OptAsia Capital Company Limited 02-654-2929

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Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets

Bangkok Expesesway and Metro Public Company Limited Attachment 1

Company Information of Xayaburi Power Company Limited Attachment 1 Company Information of Xayaburi Power Company Limited Xayaburi Power Company Limited (“XPCL”) was established on June 22, 2010 in Lao PDR to operate XayaburiXayaburi Hydroelectric Power Power Company Project, Limited located (“XPCL on the”) was Mekong established River, approximatelyon June 22, 2010 80 kilometersin Lao PDR from to operate Luang XayaburiPrabang. HydroelectricXayaburi Hydroelectric Power Project, Power located Project ison a theRun Mekong-of-River River, hydropower approximately project with 80 kilometerstotal installed from capacity Luang Prabangof 1,285 .MW Xayaburi. Total Hydroelectricannual generating Power energy Project output is a Run is -7,of589-River GWh hydropower. project with total installed capacity of 1,285 MWXayaburi. Total Hydroelectric annual generating Power energy Project output is a hydroelectric is 7,589 GWh power. project that obtained a concession from GovernmentXayaburi of Lao Hydroelectric People’s Democratic Power Project Republic is a hydroelectric on October power 29, 2010 project. XPCL that obtainedentered ainto concession a Build-Own from- OperateGovernment and ofTransfer Lao People (BOOT’s) Democraticconcession agreementRepublic on with October Government 29, 2010 of Lao. XPCL People entered’s Democratic into a Build Republic,-Own- ofOperate which andall project Transfer facilities (BOOT will) concession be transferred agreement to Government with Government of Lao People of Lao’s Democratic People’s Democratic Republic atRepublic, the end of concessionwhich all project period facilities simultaneously will be transferred with the expiration to Government of Power of LaoPurchase People Agreement’s Democratic (PPA) Republic which lasts at the for end 31 yearsof concess from ionCommercial period simultaneously Operation Date with which the expiration the agreement of Power has Purchase indicated Agreement the period (PPA) of 29 which years lasts which for the 31 IFAyears has from assumed Commercial that there Operation will be Datethe extension which the anot agreementher 2 years has. Theindicated powerhouse the period comprises of 29 years seven which 175- MWthe KaplanIFA has turbinesassumed and that one there 60 will-MW be Kaplan the extension turbine .anot Majorher raw 2 years material. The for powerhouse electricity generationcomprises sevenof hydropower 175-MW projectKaplan isturbines the river and water one flow 60.- MW Kaplan turbine. Major raw material for electricity generation of hydropower project isThe the constructionriver water flow of .the Project was commenced on March 15, 2012, and the construction period is approximatelyThe construction 8 years. As ofof theJanuary Project 31, was 201 8commenced, the construction on March progress 15, 2012, of the a Pndroject the wasconstruction at 89.29 %period of total is constructionapproximately value 8 years. The. As electricity of January generated 31, 2018 , fromthe construction the Project progressof 1,225 ofMW the willProject be soldwas atto 8the9.29 Electricity% of total Generatingconstruction Authority value. The of Thailand electricity under generated Power Purchasefrom the ProjectAgreement of 1,225 and 60MW MW will to beElectricite sold to duthe Laos Electricity under PowerGenerating Purchase Authority Agreement of Thailand from underCOD. Power Purchase Agreement and 60 MW to Electricite du Laos under Power Purchase Agreement from COD. Board of Directors

BoardAs of January of Directors 31, 201 7, XPCL had 10 directors as follows: No. Name Position As of January 31, 2017, XPCL had 10 directors as follows: No1 . Dr. Thanong BidayaName Chairman of the BoardPosition of Directors 12 DrMr.. ThanongPlew Trivisvavet Bidaya ChairmanDirector and of theChairman Board of Directorsthe Executive Board 23 Mr. PlewThanawat Trivisvavet Trivisvavet Director ,and Executive Chairman Director of the and Executive Managing Board 3 Mr. Thanawat Trivisvavet Director , Executive Director and Managing 4 Mr. Van Hoang Dau Director and Executive Director

45 MrDr.. ToemchaiVan Hoang Bunnag Dau Director and Executive Director

56 DrMr.. ToemchaiJakgrich Pibulpairoj Bunnag Director and Executive Director

67 Mr. JakgrichSupong Chayutsahakij Pibulpairoj Director

78 MrDr.. NorkunSupong Sitthiphong Chayutsahakij Director 8 Dr. Norkun Sitthiphong Director OptAsia Capital Company Limited - Page 1 -

OptAsia Capital Company Limited - Page 1 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets No. Name Bangkok ExpeseswayPosition and Metro Public Company Limited

No9 . Than BounchomName Ubonpaseuth Director Position

109 Than BounchomThongpheth Ubonpaseuth Douangngeune Director Note: The authorization of XPCL is the signatures of 1) Mr. Plew Trivisvavet and Mr. Thanawat Trivisvavet or 2) either Mr. Plew 10 Than Thongpheth Douangngeune Director Trivisvavet or Mr. Thanawat Trivisvavet co-sign with the other director, totaling two directors, and affix the company’s seal. Note: The authorization of XPCL is the signatures of 1) Mr. Plew Trivisvavet and Mr. Thanawat Trivisvavet or 2) either Mr. Plew

Trivisvavet or Mr. Thanawat Trivisvavet co-sign with the other director, totaling two directors, and affix the company’s seal. Shareholder Structure

ShareholderAs a Structuret December 31, 2017, XPCL had registered capital of THB 26,861 million divided into 2,686.10 million ordinaryAs at December shares at 31, par 2017, value XPCL of THB had 10 registered.00. Paid -capitalup capital of THB was 26,861 THB 22,064million. 83divided million into. XPCL 2,686 has.10 graduallymillion ordinary called sharesfor capital at par increases value of in THB accordance 10.00. Paid with-up the capital construction was THB progress 22,064 .of83 themillion Project. XPCL and has to graduallymaintain a calleddebt to for shareholders' capital increases equity ratioin accordance as defined inwith the the loan construction agreement . progressOrdinary sharesof the canProject be dividedand to maintaininto groups a debt as follows; to shareholders' equity ratio as defined in the loan agreement. Ordinary shares can be divided intoGroup groups 1: 1,625 as follows; million ordinary shares fully paid at a par value of THB 10 per share, representing a total value Groupof THB 116,250: 1,625 million million. ordinary shares fully paid at a par value of THB 10 per share, representing a total value Groupof THB 2 16,250: 1,061 .million10 million. ordinary shares, equivalent to THB 10,611 million, were partially paid at 54.80 percent, Groupor equal 2: to1,061 THB.10 5,814 million.83 ordinarymillion. Un shares,paid value equivalent is equal to THB to THB 10,611 4,796 million,.17 million were. partially paid at 54.80 percent, or equal Detailsto THB of5,814 share.83 payment million. Un andpaid shareholding value is equal of each to THB shareholder 4,796.17 million are as. follows; Details of share payment and shareholding of each shareholder are as follows; Unit: THB XPCL’s capital classified by type of payment (par value at THB 10 per share) Unit: THB XPCLGroup’s 1 capital classified by Grouptype of 2 payment (par value at THB 10 per Proportionshare) Shareholder name Total Group 1 Not fullyGroup Paid 2 -up Registered Proportion Shareholder name Fully Paid-up CapitalTotal (%) PaidNot-up fully Paid-upUnpaid Registered Fully Paid-up (%) 1. CK Power Public Company Limited 4,875,000,000 1,744,448,400Paid-up 1,438,851,600Unpaid 8,058,300,000Capital 30.00% 12. CKNatee Power Synergy Public Company Company Limited Limited 4,875,000,0004,062,500,010 1,453,707,0001,744,448,400.00 1,438,851,6001,199,043,000 8,058,300,0006,715,250,010 3025.00% 23. NateeElectricite Synergy du Laos Company Limited 4,062,500,0103,250,000,000 1,453,707,0001,162,965,600.00 1,199,043,000959,234,400 6,715,250,0105,372,200,000 2520.00% 4. Electricity Generating Public 3. Electricite du Laos 3,250,000,000 1,162,965,600 959,234,400 5,372,200,000 20.00% Company Limited 2,031,250,000 726,853,500 599,521,500 3,357,625,000 12.50% 4. Electricity Generating Public 5. Bangkok Expressway and Metro Company Limited 2,031,250,000 726,853,500 599,521,500 3,357,625,000 12.50% Public Company Limited 1,218,749,990 436,112,100 359,712,900 2,014,574,990 7.50% 5. Bangkok Expressway and Metro Public6. P.T. CompanySole Company Limited Limited 1,218,749,990812,500,000 436,112,100290,741,400 359,712,900239,808,600 2,014,574,9901,343,050,000 75.500% 6. P.T. Sole CompanyTotal Limited 16,250,000,000812,500,000 5,814,828,000290,741,400 4,796,172,000239,808,600 26,861,000,0001,343,050,000 1005.00% Paid-upTotal Capital 16,250,000,000 22,064,828,0005,814,828,000 4,796,172,000 26,861,000,000 100.00%

Paid-up Capital 22,064,828,000 The shareholding of the Company of 201.46 million shares can be summarized about the progress of share paymentThe shareholding as follows; of the Company of 201.46 million shares can be summarized about the progress of share payment as follows; OptAsia Capital Company Limited - Page 2 -

OptAsia Capital Company Limited - Page 2 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited - 121.87 million shares have been fully paid, or equivalent to THB 1,218,749,990. - 79121.58.87 million million shares, shares or have equivalent been fully to THBpaid ,795 or .equivalent82 million areto THB in the 1,218,7 process49,990 of payment,. consisting of - 79.58 million(A) Paid shares,-up value or equivalent was THB to436 THB.11 795million,.82 millionor equal are to in 54 the.80 process percent of. payment, consisting of (BA) UnpaidPaid-up valuevalue waswas THBTHB 359436..7111 millionmillion,. or equal to 54.80 percent. (B) Unpaid value was THB100 %359 .71 million. 54.80% 45.20% Unit Fully paid-up Callable capital 100% Paid54.80-up% 45Unpaid.20% Unit Fullycapital paid- up Callable capital Paid-up Unpaid THB 1,218,749,990capital 795,825,000 436,112,100 359,712,900 THBNumber of Share 1,218,749,990121,874,999 795,825,00079,582,500 436,112,100 359,712,900 Number of Share 121,874,999 79,582,500 Note:

Note1. All: ordinary shares of XPCL have the same rights and duties equally in all respects. For callable capital, each 1.shareholder All ordinary has shares been of called XPCL for have share the paymentsame rights in an and equal duties proportion equally inof all 54 respects.80 percent. For. callable capital, each 2.shareholder Natee Synergy has been Company called Limitedfor share is payment a wholly -inowned an equal subsidiary proportion of Global of 54.80 Power percent Synergy. Public Company Limited2. Natee (“ SynergyGPSC”) inCompany which GPSC Limited has is a a100 wholly percent-owned shareholding subsidiary ofof the Global total Powerissued Synergy and paid Public-up shares Company. PTT PublicLimited Company (“GPSC”) Limitedin which (“GPSCPTT”) hasand a PTT100 Globalpercent Chemical shareholding Public of theCompany total issue Limitedd and (“ paidPTTGC-up ”)shares are major. PTT shareholdersPublic Company of GSPC Limited with (“ 22PTT.73”)% and and PTT 22. 58Global% shareholding, Chemical Publicrespectively Company. Limited (“PTTGC”) are major 3.shareholders P.T. Sole Company of GSPC Limitedwith 22 .(“73PT%”) and has 22 a .sole58% shareholder,shareholding, Mr respectively. David Dau,. who is also a company manager, with3. P. TKib. Sole 88 .Company2 million registered Limited (“ PTcapital”) has. PTa sole’s office shareholder, is located Mr at. DavidMB Building, Dau, who Kaysone is also aPhomvihane company manager, Avenue, th Phonexaywith Kib 88 Village,.2 million Xaysettha registered District, capital Vientiane. PT’s office Capital, is located Lao PDR at. MBPT’s Building, Thailand Kaysoneoffice is located Phomvihane at 33/ 4Avenue, The 9 th Towers,Phonexay Tower Village, B, 16Xaysettha floor, Rama District, 9 Road, Vientiane Huaykwang, Capital, LaoHuaykwang, PDR. PT’ sBangkok Thailand 10310 office. is located at 33/4 The 9th Towers, TowerPT has B, been 16th establishedfloor, Rama in9 Road,2000 under Huaykwang, the name Huaykwang, "PT Construction Bangkok and 10310 Irrigation. Company Limited" to engage PTin businesshas been ofestablished construction in 2000 in Lao under PDR the with name the "PT constructio Constructionn of and roads, Irrigation bridges, Company and other Limited small" to infrastructureengage in business projects of. In construction addition, PT inhas Lao diversif PDR iedwith its the investment constructio inton otherof roads, industries, bridges, including and other alternative small energy,infrastructure food andprojects beverage,. In addition, as well PT as, has telecommunication diversified its investment such as into other industries, including alternative energy, f-ood Jandoint beverage, investment as with well partners as, telecommunication to develop large such hydroelectric as dam projects in Lao PDR which are - NamJoint Nguminvestment 2 dam with and partners Xayaburi to damdevelop. large hydroelectric dam projects in Lao PDR which are

- CollaborationNam Ngum 2 damwith andThailand Xayaburi-based dam Thai. NamThip in a joint venture to form the Lao Coca Cola - BottlingCollaboration Company with LimitedThailand to- basedmanufacture Thai NamThip and distribute in a jointbeverages venture including to form Coke,the Lao Fanta, Coca Sprite, Cola MinuteBottling Maid, Company and NamthipLimited to bottled manufacture waters andin Lao distribute PDR beverages including Coke, Fanta, Sprite,

- EstablishmentMinute Maid, and a joint Namthip venture, bottled White waters Space in CompanyLao PDR Limited, to provide mobile network service - inEstablishment a format of MVNO a joint. venture, White Space Company Limited, to provide mobile network service (Source: Companyin a format Registration of MVNO Certificate. and www.ptsole.com) (Source: Company Registration Certificate and www.ptsole.com)

OptAsia Capital Company Limited - Page 3 -

OptAsia Capital Company Limited - Page 3 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets (“Sole Company Limited” is a legal entity in the form of companyBangkok limited Expesesway with only and one Metro shareholder, Public Company according Limited to Lao PDR’s Law on Enterprise (“Sole Company Limited” is a legal) entity in the form of company limited with only one shareholder, according to Lao PDR’s Law on Enterprise) Summary of Financial Positions and Operating Results

- Statement of Financial Positions Summary of Financial Positions and as Operatingof December Results 31, 2015 - 2017 Unit: THB million - Statement of Financial Positions as of December 31, 2015 - 2017 Dec 31, 2015 Dec 31, 2016 Dec 31, 2017 Unit: THB million Statement of Financial Positions THB THB THB Dec 31, 2015 Dec 31, 2016 Dec 31, 2017 million % million % million % Statement of Financial Positions THB THB THB Assets million % million % million % AssetsCurrent Assets CurrentCash and Assets cash equivalents 779.59 1.22% 433.30 0.48% 945.00 0.88% CashAmounts and due cash from equivalents related companies 7790.5955 10.2200% 4330.3000 0.4800% 945.00 0.00 0.8800% AmountsOther current due fromassets related companies 01.5576 0.00% 01.0037 0.00% 03.0025 0.00% OtherTotal currentcurrent assetsassets 7811.7690 01.0023% 4341.3767 0.0048% 948 3.25 0.8800% TotalNon-current current assets assets 781.90 1.23% 434.67 0.48% 948.25 0.88% NonProject-current costs assets during construction phase 62,195.68 97.53% 88,866.18 98.91% 106,407.25 98.75% ProjectBuilding costs and equipmentduring construction phase 62,19546.6893 970.5307% 88,86638.1843 980.9104% 106,40738.7225 98 0.7504% BuildingIntangible and assets equipment 460.9300 0.0700% 380.4300 0.0400% 3841.7269 0.04% IntangibleDeferred loan assets arrangement fees 7460.0066 01.0017% 5060.0046 0.0056% 31441.6959 0.0429% DeferredOther non loan-current arrangement assets fees 7460.6667 10.1700% 5060.4667 0.5600% 3140.5967 0.2900% OtherTotal nonnon--currentcurrent assetsassets 62,9890.9467 980.7700% 89,4110.7467 990.5200% 106,8020.6792 99 0.1200% Total Assetsnon-current assets 62,98963,771.9484 10098.7700% 89,41189,846.7441 10099.5200% 106,802107,751.9217 10099.1200% TotalLiabilities Assets and Shareholders’ Equity 63,771 .84 100 .00% 89,846 .41 100 .00% 107,751.17 100.00% LiabilitiesCurrent Liabilities and Shareholders ’ Equity CurrentProject payablesLiabilities ProjectRelated payables companies 955.53 1.50% 2,609.00 2.90% 1,010.55 0.94% RelatedNon-related companies parties 95526.4753 10.5004% 2,60928.8000 20.9003% 1,010 23.5563 0.9402% AccuredNon-related project parties cost–related companies 12,65026.4700 190.8404% 280.8000 0.0300% 23 0.6300 0.0200% AccuredAmounts projectdue to relatedcost–related companies companies 12,6500.0042 190.8400% 0.0069 0.00% 0.0011 0.00% AmountsOther accounts due to payablerelated companies 08.4205 0.0001% 120.2169 0.0001% 29 0.1144 0.0003% OtherAccrued accounts finance payable cost 138.6905 0.0102% 1219.2149 0.0102% 2934.4464 0.03% AccruedTotal current finance liabilities cost 13,65413.6917 210.4102% 2,67019.4918 02.0297% 1,098 34.3864 10.0203% Total current liabilities 13,654.17 21.41% 2,670.18 2.97% 1,098.38 1.02% OptAsia Capital Company Limited - Page 4 -

OptAsia Capital Company Limited - Page 4 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets Dec 31, 2015Bangkok ExpeseswayDec 31,and 2016 Metro Public CompanyDec 31,Limited 2017 Statement of Financial Positions THB THB THB Dec 31, 2015 Dec 31, 2016 Dec 31, 2017 million % million % million % Statement of Financial Positions THB THB THB Non-current liabilities million % million % million % NonLong-current-term loans liabilities from financial institutions 38,560.82 60.47% 57,309.35 63.79% 69,246.28 64.26% Long-term loans and accrued interest from Long-term loans from financial institutions 38,560.82 60.47% 57,309.35 63.79% 69,246.28 64.26% related companies 0.00 0.00% 14,153.70 15.75% 16,218.90 15.05% Long-term loans and accrued interest from relatedDerivatives companies financial liabilities 7620.0079 01.0020% 14,153642.7000 150.7571% 16,218 327.9013 15 0.0530% DerivativesProvision for financial long-term liabilities employee benefits 7622.7936 10.2000% 6423.0004 0.7100% 327 2.1362 0.3000% ProvisionTotal non -forcurrent long -liabilitiesterm employee benefits 39,3252.9636 610.6700% 72,1083.1104 800.2600% 85,794 2.9362 79 0.6200% Total nonLiabilities-current liabilities 39,32552,980.9613 6183.6708% 72,10874,778.1129 8083.2623% 85,79486,893.9331 7980.6264% TotalShareholders Liabilities’ equity 52,980 .13 83.08% 74,778 .29 83.23% 86,893.31 80.64% ShareholdersIssued and paid’ equity-up capital 12,174.50 19.09% 16,504.66 18.37% 22,064.83 20.48% IssuedAccumulated and paid deficit-up capital 12,174-620.5000 19-0.0997% 16,504-794.6654 18-0.3788% 22,064 -879.8384 20-0.4882% AccumulatedOther components deficit of shareholders’ equity -620762.0079 -01.9720% -794642.5400 -0.8871% -879327.8413 -0.8230% OtherTotal Shareholderscomponents ’of Equity shareholders ’ equity 10,791-762.7972 16-1.9220% 15,068-642.0012 16-0.7771% 20,857 -327.1386 19-0.3630% Total ShareholdersLiabilities and’ ShareholdersEquity ’ Equity 10,79163,771.7284 10016.9200% 15,06889,846.1241 10016.7700% 107,75120,857.8617 100 19.3600%

Total Liabilities and Shareholders’ Equity 63,771.84 100.00% 89,846.41 100.00% 107,751.17 100.00% - Comprehensive income statement for the year ended December 31, 2015 - 2017 Unit: THB million - Comprehensive income statement for the year ended December 31, 2015 - 2017 2015 2016 2017 Unit: THB million Comprehensive Income Statement THB THB THB 2015 % 2016 % 2017 % million million million Comprehensive Income Statement THB THB THB % % % Operating income million million million OperatingOther income income 0.18 100.00% 0.14 100.00% 0.20 100.00% OtherTotal incomeincome 0.18 100.00% 0.14 100.00% 0.20 100.00% TotalOperating income expenses 0.18 100.00% 0.14 100.00% 0.20 100.00% OperatingAdminitrative expenses expenses -139.87 -78971.52% -174.68 - 128114.26% -86.63 -43888.39% AdminitrativeTotal expenses expenses -139.87 -78971.52% -174.68 -128114.26% -86.6343 -43888.39% TotalLoss forexpenses the year -139.8769 -7897178871.52% -174.6854 -128114128014.26% -86.43 -4388843788.39% LossOther for comprehensive the year income -139.69 -78871.52% -174.54 - 128014.26% -86.43 -43788.39% OtherProfit fromcomprehensive insurance income 0.00 0.00% 0.00 0.00% 1.13 572.56% Unrealized gain (loss) from cash flow Profit from insurance 0.00 0.00% 0.00 0.00% 1.13 572.56% hedges -270.12 -152509.95% 120.78 88586.51% 314.88 1574.4% Unrealized gain (loss) from cash flow hedges -270.12 -152509.95% 120.78 88586.51% 314.88 1574.4% OptAsia Capital Company Limited - Page 5 -

OptAsia Capital Company Limited - Page 5 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets 2015 Bangkok Expesesway2016 and Metro Public Company2017 Limited Comprehensive Income Statement THB THB THB 2015 % 2016 % 2017 % million million million Comprehensive Income Statement THB THB THB Total comprehensive income (loss) % % % million million million for the year -409.81 -231381.46% -53.76 -39427.75% 229.57 116308.21% Total comprehensive income (loss) for the year -409.81 -231381.46% -53.76 -39427.75% 229.57 116308.21% - Cash flow statement for the year ended December 31, 2015 - 2017 Unit: THB million - Cash flow statement for the year ended December 31, 2015 - 2017 Cash Flow Statement 2015 2016 Unit : THB million2017 Net cash flows (used in) OperatingCash Flow activities Statement 2015-128 .41 2016-157 .84 2017 -82 .83 Net cash flows (used in) OperatingInvesting activities activities -11,109-128.4102 -35,957-157.8481 -18,235 -82.8394 Net cash flows from(used Financing in) Investing activities activities -11,10911,351.0229 -35,95735,769.8136 - 18,83018,235.4794 Net cashincrease flows in fromcash Financing and cash activitiesequitvalents 11,351113.2986 35,769-346.3629 18,830 511.4770 NetEffect increase of exchange in cash rate and changes cash equitvalents on cash and cash equivalents 1130.8601 -3460.2900 511 0.7000 EffectCash andof exchange cash equivalents rate changes at the on beginning cash and of cash the yearequivalents 6650.0171 7790.0059 433 0.0030 Cash and cash equivalents at the beginningend of the ofyear the year 665779.7159 779433.5930 433945.3000 Cash and cash equivalents at the end of the year 779.59 433.30 945.00 Financial positions and operating results analysis of XPC

Financial Status Financial positions and operating results analysis of XPC FinancialXPCL Status’s total assets were THB 63,771.84 million in 2015 and THB 89,846.41 million in 2016, increasing by THB 26,074XPCL’.s56 total million assets. This were was THB mainly 63,771 due. 84to anmillion increase in 2015 in project and THB costs 89,846 during.41 constructionmillion in 2016, phase increasing of THB by26,670 THB. 5026,074 million,.56 representingmillion. This was 42. 88mainly percent due comparedto an increase to the in yearproject 2015 costs. For during the year construction 2017, total phase assets of wereTHB THB26,670 107,751.50 million,.17 million, representing an increase 42.88 of percent THB 17,904 compared.76 million to the compared year 2015 to. Forthe theyear year 2016 2017,. This total was assets mainly were due toTHB an 107,751 increase.17 in million,the investment an increase in the of Project THB 17,904 of THB.76 17,541 million.07 compared million, or to equal the year to 19 2016.74 .percent This was. mainly due to an increaseXPCL ’ins total the investmentliabilities were in the THB Project 52,980 of. 19THB million 17,541 in .20107 million,5 and 74 or, 778equal.29 to million 19.74 in percent 2016, increasing. by THB 21,798XPCL.16’s million total liabilities. This was were primarily THB 52 due,980 to.19 an million increase in 201 in 5Project and 74 payables,778.29 million-Related in 201 companies6, increasing of THB by 1,THB653 21.47,798 million.16 ,million representing. This was 173 primarily.04 percent due comparedto an increase to the in year Project 2015, payables and an-Related increase companies in long-term of THBloan from1,653 financial.47 million institutions, representing of THB 173 18,748.04 percent.54 million, compared representing to the 48year.62 2015, percent and compared an increase to the in longprevious-term year loan. Forfrom the financial year 2017,institutions XPCL of’s THBtotal 18,748liabilities.54 weremillion, THB representing 86,893.31 48million,.62 percent increasing compared by THB to the12,115 previous.02 million year. comparedFor the year to 2017,the year XPCL 2016’s . totalThis liabilitieswas mainly were due THB to an 86,893 increase.31 million,of long -termincreasing loan from by THBfinancial 12,115 institutions.02 million of THBcompared 11,936 to.93 the million, year 2016 or equivalent. This was to mainly 20.83 duepercent to an for increase using in ofthe long Project-term. loan from financial institutions of THB 11,936XPCL.93 posted million, shareholders or equivalent’equity to 20. 83of THBpercent 10,791 for .using72 million in the in Project 2015 and. THB 15,068.12 million in 2016, increasingXPCL by THBposted 4,276 shareholders.41 million,’equity or representing of THB 10,791 39..7263 millionpercent in. 2015This andwas THB mainly 15,068 due. 12to millionthe additional in 2016, paymentincreasing of bypaid THB-up 4,276capital.41 made million, by theor representingexisting shareholders 39.63 percent in proportion. This was to the mainly loan duedrawdown to the toadditional support thepayment Project of construction paid-up capital progress made and by theoperations existing ofshareholders XPCL. For the in proportionyear 2017, toXPCL the ’sloan shareholders' drawdown equityto support was the Project construction progress and operations of XPCL. For the year 2017, XPCL’s shareholders' equity was

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OptAsia Capital Company Limited - Page 6 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets THB 20,857.86 million, an increase of THB 5,789.74 million comparedBangkok Expesesway to the year and 2016 Metro. T hisPublic was Company primarily Limited due toTHB capital 20,857 increases.86 million, in anan amountincrease of of THB THB 5,560 5,789.16.74 million million or compared equal to 1,061 to the million year 2016 shares. This at parwas value primarily in order due to maintaincapital increases a debt to in shareholders' an amount of equity THB 5,560 ratio. .16 million or equal to 1,061 million shares at par value in order to maintain a debt to shareholders' equity ratio. Operating results

OperatingSince results Xayaburi hydroelectric power project was under construction, there was no operating income in 2015 - 2017Since. ThereXayaburi was hydroelectric only other incomepower project of THB was 0. 18under million, construction, THB 0.14 there million, was noand operating THB 0.20 income million, in respectively2015 - 2017, .mainly There camewas onlyfrom otherinterest income income of. THB 0.18 million, THB 0.14 million, and THB 0.20 million, respectivelyAdministrative, mainly came expenses from interest of XPCL income during. 2015 - 2017 were THB 139.87 million, THB 174.68 million, and

THB 86.63Administrative million, respectively expenses. When of XPCL comparing during 2015 administrative - 2017 were expenses THB 139 .o87f XPCL million, between THB 174 2015.68 million, and 2016, and the administrative expenses of XPCL increased by 24.88 percent. This was mainly due to the increases in THB 86.63 million, respectively. When comparing administrative expenses of XPCL between 2015 and 2016, transportationthe administrative expenses expenses and ofconsultant XPCL increased fees. For by administrative 24.88 percent expenses. This was in mainly2016 and due 2017, to the administrative increases in expensestransportation significantly expenses declined and consultant by 50.41 %fees, resulting. For administrative in net loss during expenses 2015 –in 2017 2016 of and THB 2017, 139.69 administrative million, THB 174expenses.54 million, significantly and THB declined 86.43 millionby 50.,41 respec%, resultingtively. inHowever, net loss XPCLduring utilized 2015 – financial2017 of THB derivatives 139.69 millionas a tool, THB to reduce174.54 million,foreign exchangeand THB 86risk.43 and million interest, respec rate tivelyrisk. .As However, a result, XPCLin 2015 utilized – 2017 financial XPCL reported derivatives unrealized as a tool gain to (reduceloss) from foreign cash exchange flow hedge risk under and interest other comprehensive rate risk. As a result, income in 2015of THB – 2017-270 .12XPCL million reported, THB unrealized 120.78 million, gain and(loss )THB from 314 cash.88 flowmillion hedge, respectively under other (the comprehensive actual gain or income (loss) underof THB other -270 compreh.12 millionensive, THB income120.78 million,will be capitalizedand THB 314 as. 88a part million of the, respectively Project cost ( theduring actual construction gain or ( lossphase) under and willother be comprehrealized asensive gain incomeor (loss )will in thebe comprehensivecapitalized as a partincome of the statement Project cost after during COD construction). Therefore, phase for theand willyear be 2015 realized – 2017,as gain XPCL or (loss reported) in the comprehensive incomeincome ( lossstatement) of THB after-409 .81COD million,). Therefore, THB -53 .76for million the yearand THB2015 229 –. 572017, million, XPCL accordingl reportedy. comprehensive income (loss) of THB -409.81 million, THB -53.76 million and THB 229.57 million, accordingly. Liquidity

Liquidity In 2016, XPCL’s cash and cash equivalents was THB 433.30 million, decreasing by THB 346.29 million comparedIn to2016, the XPCLyear 2015’s cash. This and was cash mainly equivalents due to was cash THB flows 433 used.30 million, in investing decreasing activities by THB of THB 346 35,957.29 million.81 millioncompared as a toresult the ofyear an 2015increase. This in wasthe P mainlyroject costs due toduring cash construction flows used inphase investing and cash activities flows ofused THB in 35,957operating.81 activitiesmillion as aof result THB of 157 an .increase84 million, in themostly Project came costs from during administrative construction phaseexpense ands, cashsuch flows as employee used in operating related expenses, transportation expenses, etc. activities of THB 157.84 million, mostly came from administrative expenses, such as employee related expenses,For transportation the year 2017 expenses, the Company, etc. had cash and cash equivalents of THB 945 million, increasing by THB 511.70 millionFor the compared year 2017 , tothe the Company year 2016 had. cashCash and flows cash used equivalents in investing of THB activities 945 million, for increasingthe Project by under THB 511.70construction million decreased compared by to THB the 17 year,721.87 2016 million. Cash, or flows equivalent used toin 49.29investing percent activities. Moreover, for the cash Project flows under used constructionin operating activitiesdecreased in byparts THB of employee17,721.87 relatedmillion, expensesor equivalent and to transportation 49.29 percent expenses. Moreover, decreased cash flows by usedTHB 75.01 million baht, or equal to 47.52 percent. in operating activities in parts of employee related expenses and transportation expenses decreased by THB 75.01 million baht, or equal to 47.52 percent.

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OptAsia Capital Company Limited - Page 7 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets

Bangkok Expesesway and Metro Public Company Limited Attachment 2

Business Overview of Attachment 2 CK Power Public Company Limited Business Overview of

CK Power Public Company Limited CK Power Public Company Limited (the Company or CKP) was founded by CH. Karnchang Public

CompanyCK Limited Power GroupPublic Company (CH. Karnchang Limited Group(the Company), registered or CKP its )incorporation was founded onby JuneCH. Karnchang8, 2011, with Public its registeredCompany Limitedcapital ofGroup THB 1,000,000(CH. Karnchang, and with Group the objective), registered to become its incorporation the center onof CHJune. Karnchang 8, 2011, Groupwith its’s focusregistered on investment capital of inTHB the 1,000,000 business, ofand production with the objectiveand distribution to become of electricity the center generated of CH. Karnchang from various Group types’s offocus energy on investment sources. The in theCompany business operates of production its core andbusiness distribution as a holding of electricity company generated by holding from shares various in typesother ofcompanies energy sources engaging. The in Companythe business operates of production its core businessand distribution as a holding of electricity company generated by holding from shares various in typesother companiesof energy. The engaging Company in the’s core business revenue of production is derived andfrom distribution dividends fromof electricity its investments generated in its from subsidiaries various types and associatedof energy. The companies Company. The’s core Company revenue registered is derived its from conversion dividends into from a public its investments company inon its February subsidiaries 6, 2013 and, andassociated its ordinary companies shares. wereThe Companylisted as listed registered securities, its conversion and started into trading a public on thecompany Stock Exchangeon February of Thai6, 2013land, (andStock its Exchangeordinary shares) on July were 18 ,listed 2013 as, with listed its registeredsecurities, capitaland started of THB trading 5,500 on Million, the Stock fully Exchangepaid-up. On of ThaiAprilland 10, 2015(Stock, the Exchange Company) on registered July 18, 2013 its capital, with itsincrease registered to THB capital 9,240 of MillionTHB 5,500. At present, Million, thefully Company paid-up. ’Ons registered April 10, 2015and paid, the- upCompany capital amountsregistered to its THB capital 7,370 increase Million. to THB 9,240 Million. At present, the Company’s registered and paidThe-up capitalCompany amounts currently to THB invests 7,370 in six Million companies. operating the business of production and distribution of electricityThe inCompany three types currently of power invests projects in six as companies follows operating the business of production and distribution 1.of electricitySouthEast in Asia three Energy types ofLimited power (“ projectsSEAN”) ,as representing follows 56 percent, which SEAN invests in Nam Ngum 2 Power1. SouthEast Company Asia Limited Energy (“ NNLimited2”) representing (“SEAN”), representing 75 percent, whereby56 percent, NN 2which is the SEANCompany invests’s core in Namcompany Ngum. 2 2.Power Bangpa Company-in Cogeneration Limited (“NN Limited2”) representing (“BIC”), representing 75 percent, 65 whereby percent NN2 is the Company’s core company. 3.2. BangkhenchaiBangpa-in Cogeneration Company Limited (“BICBKC”)”), ,representing representing 65 100 percent percent 3. Bangkhenchaiand in three Company associated Limited companies, (“BKC”), representing namely, Xayaburi 100 percent Power Company Limited (“XPCL”), Chiangrai Solar Limitedand in(“ CRSthree”) associated, and Nakhon companies, Ratchasima namely, Solar XayaburiLimited (“PowerNRS”) Company, in which Limitedthe Company (“XPCL invests”), Chiangrai in 30 Solarpercent Limited each (“CRS”), and Nakhon Ratchasima Solar Limited (“NRS”), in which the Company invests in 30 percent each

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OptAsia Capital Company Limited - Page 8 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited

Most of the power projects invested by the Company have commenced their commercial operations. The projectsMost which of the remain power underprojects construction invested by is the CompanyXayaburi Hydroelectric have commenced Power their Project commercial (“Xayaburi operations Project”). ofThe XPCL, projects which which is expected remain under for commercial construction operation is the Xayaburi commencement Hydroelectric in second Power half Project of 2019. (“Xayaburi Project”) of XPCL, which is expected for commercial operation commencement in second half of 2019. Board of Directors

BoardAs of December of Directors 31 , 2017, CKP had 12 directors as follows: No. Name Position As of December 31, 2017, CKP had 12 directors as follows: No1 . Dr. Thanong BidayaName Chairman of the BoardPosition of Directors 12 DrMr.. ThanongPlew Trivisvavet Bidaya Chairman of the ExecutiveBoard of Directors Committee and Director 23 Mr. PlewThanawat Trivisvavet Trivisvavet ChairmanExecutive ofDirector the Executive and Director Committee and Director 34 Mr. ThanawatNarong Sangsuriya Trivisvavet ExecutiveDirector Director and Director 45 Mr. NarongPrasert MarittanapornSangsuriya Director 56 MrDr.. SupamasPrasert Marittanaporn Trivisvavet Director 67 DrMr.. SupamasChaiwat Utaiwan Trivisvavet Director 78 Mr. ChaiwatVorapote Utaiwan U.Choepaiboonvong Director 89 Mr. VorapoteVan Hoang U .DauChoepaiboonvong Director 109 Mr. VanTechapit Hoang Sangsingkeo Dau DirectorChairman of the Audit Committee 1011 MrDr.. VicharnTechapit Aramvareekul Sangsingkeo ChairmanMember of of the the Audit Audit Committee Committee 1112 DrMr.. VicharnPrawet IngadapaAramvareekul Member of the Audit Committee

12 Mr. Prawet Ingadapa Member of the Audit Committee

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OptAsia Capital Company Limited - Page 9 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets Relationship with Business sectors of Major Shareholder as Bangkokof March Expesesway 13, 2018 and Metro Public Company Limited Relationship with Business sectors of Major Shareholder as of March 13, 2018 29.98% 19.40%

29.98% 19.40%

19.29%

19.29% 19.34%

19.34%

27.41% 27.94%

27.41% 27.94% Shareholders

ShareholdersTop 10 major shareholders of CKP as at March 13, 2018 are as follows: Shareholding Top 10 Nomajor. shareholders of CKP asName at March 13, 2018 are as followsNumber: of shares Percentage Shareholding No. Name Number of shares 1 CH. Karnchang Public Company Limited 2,020,275,478 Percentage27.41 12 CHTTW. Karnchang Public Company Public Limited Company Limited 2,020,275,4781,865,644,429 2725.4131 23 TTWBangkok Public Expressway Company andLimited Metro Public 1,865,644,429 25.31 3 BangkokCompany Expressway Limited and Metro Public 1,425,450,843 19.34 4 CompanyMiss Chawaysara Limited Pornpibul 1,425,450,843100,000,000 191.36.34 45 MissThai NVDRChawaysara Co., Ltd Pornpibul. 100,000,00073,733,612 1.3600 56 ThaiMr. Sombat NVDR Co Phanichewa., Ltd. 73,733,61252,000,000 10.0071 67 MrMiss. Sombat Supaluk Phanichewa Praebunyong 52,000,00050,500,000 0.7169 78 MissHSBC Supaluk (Singapore Praebunyong) Nominees Pte Ltd 50,500,00044,724,560 0.6961 89 HSBCMR. Uthaipan (Singapore Jirakulphongtorn) Nominees Pte Ltd 44,724,56040,900,000 0.6551 109 MR.Mr. Anurak Uthaipan Boonsawang Jirakulphongtorn 40,900,00039,890,100 0.5554 Total 5,713,119,022 77.52 10 Mr. Anurak Boonsawang 39,890,100 0.54 Total 5,713,119,022 77.52 Top 10 major shareholders of CK as at March 14, 2018 are as follows: Shareholding Top 10 Nomajor. shareholders of CK asName at March 14, 2018 are as followsNumber: of shares Percentage Shareholding No. Name Number of shares 1 Mahasiri Siam Co., Ltd. 293,012,365 Percentage17.30 12 MahasiriCH. Karnchang Siam Co Holding., Ltd. Co., Ltd. 293,012,365171,396,530 1710.3012 23 CHCK. OfficeKarnchang Tower Holding Co., Ltd Co. ., Ltd. 171,396,53086,048,212 105.08.12 34 CKThai. OfficeNVDR Tower Co., Ltd Co. ., Ltd. 86,048,21248,035,159 52.0884 4 Thai NVDR Co., Ltd. 48,035,159 2.84 OptAsia Capital Company Limited - Page 10 -

OptAsia Capital Company Limited - Page 10 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets Shareholding No. Name BangkokNumber Expesesway of shares and Metro Public Company Limited Percentage Shareholding No. Name Number of shares 5 Bangkok Bank Public Company Limited 38,950,000 Percentage2.30 56 BangkokUOB KAY Bank HIAN Public (HONG Company KONG) LimitedLIMITED 38,950,00029,669,300 21.3075 67 UOBMr. Winai KAY TeosomboonkijHIAN (HONG KONG ) LIMITED 29,669,30016,712,500 10.99.75 78 Mr.The WinaiViriya hTeosomboonkij Insurance Public Company Limited 16,712,50015,545,200 0.990.92 89 TheMs. SopidaViriyah InsuranceTrivisvavet Public Company Limited 15,545,20015,383,225 0.920.91 109 Ms.HSBC Sopida (SINGAPORE Trivisvavet) NOMINEES PTE LTD 15,383,22514,633,027 0.910.86 729,385,518 43.07 10 HSBC (SINGAPORE) NOMINEESTotal PTE LTD 14,633,027 0.86 Total 729,385,518 43.07 Top 10 major shareholders of TTW as at March 13, 2018 are as follows: Shareholding Top 10 Nomajor. shareholders of TTW asName at March 13, 2018 are as followsNumber: of shares Percentage Shareholding No. Name Number of shares 1 Mitsui Water Holdings (Thailand) Company 1,036,500,000 Percentage25.98 1 MitsuiLimited Water Holdings (Thailand) Company 1,036,500,000 25.98

2 LimitedCH. Karnchang Public Company Limited 774,077,400 19.40 23 CHBangkok. Karnchang Expressway Public and Company Metro PublicLimited 774,077,400769,777,100 1919.29.40 3 BangkokCompany Expressway Limited and Metro Public 769,777,100 19.29 4 CompanyThai NVDR Limited Co., Ltd . 156,726,484 4.29 45 ThaiBangkok NVDR Life Co Assurance., Ltd. Public Company 156,726,484146,036,600 43.2966 5 BangkokLimited Life Assurance Public Company 146,036,600 3.66 6 LimitedMr. Min Thianvorn 72,000,000 1.81 67 MrAIA. MinCompany Thianvorn Limited EQ3-P 72,000,00065,742,100 1.8165 78 AIASTATE Company STREET Limited EUROPE EQ3 LIMITED-P 65,742,10060,616,354 1.6552 89 STATEThanachart STREET Mutual EUROPE Fund TLIMITED-Div 60,616,35447,481,000 11.19.52 10 Thanachart Mutual Fund Prime Low Beta 28,962,700 0.73 9 Thanachart Mutual Fund T-Div 47,481,000 1.19 3,157,919,738 79.15 10 Thanachart Mutual FundTotal Prime Low Beta 28,962,700 0.73 Total 3,157,919,738 79.15 Top 10 major shareholders of BEM as at March 13, 2018 are as follows: Shareholding Top 10No major. shareholders of BEM asName at March 13, 2018 are as followsNumber: of shares Percentage Shareholding No. Name Number of shares 1 CH. Karnchang Public Company Limited 4,582,121,829 Percentage29.98 12 CHMass. Karnchang Rapid Transit Public Authority Company of Thailand Limited 4,582,121,8291,256,259,584 298.22.98 23 MassKrung Rapid Thai Bank Transit Public Authority Company of Thailand Limited 1,256,259,5841,047,025,175 86.2285 34 KrungThai NVDR Thai CoBank., Ltd Public. Company Limited 1,047,025,175947,780,214 66.20.85 4 Thai NVDR Co., Ltd. 947,780,214 6.20

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OptAsia Capital Company Limited - Page 11 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets Shareholding No. Name BangkokNumber Expesesway of shares and Metro Public Company Limited Percentage Shareholding No. Name Number of shares 5 Mr. Wichai Wachiraphong 351,597,057 Percentage2.30 56 MrBangkok. Wichai Bank Wachiraphong Public Company Limited 351,597,057323,453,209 2.302.12 67 BangkokSTATE STREET Bank Public BANK Company EUROPE LIMITEDLimited 323,453,209296,785,421 2.121.94 78 STATESocial SecuritySTREET Office BANK EUROPE LIMITED 296,785,421289,689,500 1.941.89 89 SocialMr. Min Security Thianvorn Office 289,689,500200,000,000 1.891.31 109 MrUOB. Min Kay Thianvorn Hian (Hong Kong) Limited – Client 200,000,000173,043,600 1.311.13 10 UOBaccount Kay Hian (Hong Kong) Limited – Client 173,043,600 1.13 9,467,755,589 61.94 account Total Total 9,467,755,589 61.94 Financial Statements

- Balance Sheet Financial StatementsAs of 31 December 2015 – 2017 with details as follows; (Unit: THB Million) - Balance Sheet As of 31 December 2015 – 2017 with details as follows; 2015 2016 2017 (Unit: THB Million) Balance Sheet THB THB THB 2015 % 2016 % 2017 % Million Million Million Balance Sheet THB THB THB Assets % % % Million Million Million AssetsCurrent assets

CurrentCash and assets cash equivalents 2,140.58 3.92% 2,279.59 3.84% 2,197.48 3.63% CashShort -andterm cash restricted equivalents bank deposits 2,140528.5877 30.9297% 2,279213.5956 30.8436% 2,197351.4828 30.6358% ShortCurrent-term investments restricted bank deposits 1,182528.7724 02.9717% 4,195213.5671 07.3607% 2,266351.2894 03.5875% CurrentTrade and investments other receivables 1,1821,219.2427 2.1723% 4,195719.7172 71.0721% 2,2661,162.9424 31.7592% TradeSpare andparts other and receivablessupplies 1,21947.2327 20.2309% 71949.2372 10.2108% 1,16247.3424 10.9208% SpareOther currentparts and assets supplies 4777.2361 0.0914% 20849.2321 0.0835% 26847.3472 0.0844% OtherTotal currentcurrent assetsassets 5,19577.6170 09.1452% 7,666208.2101 120.9335% 6,293268.7299 100.4144%

TotalNon-current current assets assets 5,195.70 9.52% 7,666.01 12.93% 6,293.99 10.41%

NonLong-current-term restricted assets bank deposits 1,220.68 2.24% 792.51 1.34% 980.59 1.62% LongInvestments-term restricted in jointly bankcontrolled deposits 1,220261.6807 20.2448% 792272.5123 10.3446% 980291.5935 10.6248% entities Investments in jointly controlled 261.07 0.48% 272.23 0.46% 291.35 0.48% Investments in associated company 4,816.00 8.83% 6,098.94 10.28% 7,835.86 12.96% entities InvestmentsRight to produce in associated and sell companyelectricity - 4,8165,009.0053 89.8318% 6,0984,767.9419 108.2804% 7,8354,524.8684 127.9648% Equity attributable to owners of the Right to produce and sell electricity - 5,009.53 9.18% 4,767.19 8.04% 4,524.84 7.48% Company Equity attributable to owners of the Company

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OptAsia Capital Company Limited - Page 12 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets 2015 Bangkok Expesesway2016 and Metro Public Company2017 Limited Balance Sheet THB THB THB 2015 % 2016 % 2017 % Million Million Million Balance Sheet THB THB THB Right to produce and sell electricity - 6,321.03 11%.58 % 6,042.09 10%.19 % 5,763.15 9%.53 % Million Million Million Non-controlling interests of the Right to produce and sell electricity - 6,321.03 11.58% 6,042.09 10.19% 5,763.15 9.53% subsidiaries Non-controlling interests of the Advance for project costs 0.00 0.00% 100.27 0.17% 0.00 0.00% subsidiaries AdvanceProject costsfor project during costs construction 1,6140.0081 02.0096% 4,743100.2710 08.1700% 2,4620.0095 04.0007% phase Project costs during construction 1,614.81 2.96% 4,743.10 8.00% 2,462.95 4.07% Assets of hydroelectric power project 24,312.87 44.56% 23,240.07 39.19% 22,167.29 36.66% phase under concession agreement Assets of hydroelectric power project 24,312.87 44.56% 23,240.07 39.19% 22,167.29 36.66% Property, plant and equipment 5,610.91 10.28% 5,374.18 9.06% 9,870.65 16.33% under concession agreement Property,Deferred taxplant asset and equipment 5,6100.9100 100.2800% 5,37423.0518 90.0604% 9,8702.6563 160.3300% DeferredIntangible tax assets asset 0.00 0.00% 233.0578 0.0401% 932.6763 0.0015% IntangibleOther non -assetscurrent assets 2030.0095 0.0037% 1853.7862 0.0131% 17493.6762 0.1529% OtherTotal nonnon--currentcurrent assetsassets 49,370203.8495 900.4837% 51,639185.2662 870.0731% 54,167174.6162 890.5929% Total nonassets-current assets 49,37054,566.8454 10090.4800% 51,63959,305.2627 10087.0700% 54,16760,461.6160 10089.5900%

TotalLiabilities assets and shareholders' equity 54,566.54 100.00% 59,305.27 100.00% 60,461.60 100.00%

LiabilitiesCurrent liabilities and shareholders' equity

CurrentTrade and liabilities other payables 618.64 1.13% 512.51 0.86% 1,064.97 1.76% TradeCurrent and portion other payablesof liabilities under 6181.6487 10.1300% 5121.5144 0.8600% 1,0640.9741 10.7600% finance lease agreements Current portion of liabilities under 1.87 0.00% 1.44 0.00% 0.41 0.00% Current portion of long-term loans 1,765.68 3.24% 932.3 1.57% 1,540.89 2.55% finance lease agreements from financial institutions Current portion of long-term loans 1,765.68 3.24% 932.3 1.57% 1,540.89 2.55% Income tax payable 0.13 0.00% 4.89 0.01% 2.47 0.00% from financial institutions IncomeRetention tax payable payable 0.013.1 0.00% 40.8981 0.0100% 20.4770 0.00% RetentionOther current payable liabilities 30.001.1 0.0005% 360.4881 0.0006% 590.9270 0.0010% OtherTotal currentcurrent liabilitiesliabilities 2,41630.0142 04.0543% 1,48836.4843 02.0651% 2,66959.9237 04.1041%

TotalNon-current current liabilities liabilities 2,416.42 4.43% 1,488.43 2.51% 2,669.37 4.41%

NonLiabilities-current liabilitiesunder finance lease 1.86 0.00% 0.41 0.00% 0.00 0.00% agreements, net of current portion Liabilities under finance lease 1.86 0.00% 0.41 0.00% 0.00 0.00% Long-term loans from financial 20,138.63 36.91% 23,103.71 38.96% 16,943.41 28.02% agreements, net of current portion institutions, net of current portion Long-term loans from financial 20,138.63 36.91% 23,103.71 38.96% 16,943.41 28.02% Debentures 0 0.00% 3,992.58 6.73% 9,943.05 16.45% institutions, net of current portion Debentures 0 0.00% 3,992.58 6.73% 9,943.05 16.45%

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OptAsia Capital Company Limited - Page 13 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets 2015 Bangkok Expesesway2016 and Metro Public Company2017 Limited Balance Sheet THB THB THB 2015 % 2016 % 2017 % Million Million Million Balance Sheet THB THB THB Derivative financial liabilities 24.66 0%.05 % 21.75 0%.04 % 21.27 0%.04 % Million Million Million DerivativeProvision financialfor long liabilities-term employee 2415.6611 0.0503% 2122.7558 0.04% 2143.2742 0.0407% benefits Provision for long-term employee 15.11 0.03% 22.58 0.04% 43.42 0.07% Other long-term liabilities - related 157.69 0.29% 169.69 0.29% 182.57 0.30% benefits party Other long-term liabilities - related 157.69 0.29% 169.69 0.29% 182.57 0.30% Total non-current liabilities 20,337.94 37.27% 27,310.71 46.05% 27,133.72 44.88% party Total liabilitiesnon-current liabilities 20,33722,754.9436 3741.2770% 27,31028,799.7114 4648.0556% 27,13329,803.7208 4449.8829%

TotalShareholders' liabilities equity 22,754.36 41.70% 28,799.14 48.56% 29,803.08 49.29%

Shareholders'Share capital equity

ShareRegistered capital 9,240,000,000 ordinary 9,240.00 16.93% 9,240.00 15.58% 9,240.00 15.28% shares of Baht 1 each Registered 9,240,000,000 ordinary 9,240.00 16.93% 9,240.00 15.58% 9,240.00 15.28% Issued and fully paid up 7,370.00 13.51% 7,370.00 12.43% 7,370.00 12.19% shares of Baht 1 each 7,370,000,000 ordinary shares of Issued and fully paid up 7,370.00 13.51% 7,370.00 12.43% 7,370.00 12.19% Baht 1 each 7,370,000,000 ordinary shares of Share premium 9,522.33 17.45% 9,522.33 16.06% 9,522.33 15.75% Baht 1 each ShareRetained premium earnings 9,522.33 17.45% 9,522.33 16.06% 9,522.33 15.75%

Retained Appropriated earnings - statutory reserve 26.34 0.05% 81.12 0.14% 95.44 0.16% AppropriatedUnappropriated - statutory reserve 1,15226.3442 02.0511% 98881.1242 01.1467% 67995.4477 01.1612% Other Unappropriated components of shareholders' 1,152-316.6542 -20.1158% -988218.1342 -10.6737% 67980.8777 10.1213% equity Other components of shareholders' -316.65 -0.58% -218.13 -0.37% 80.87 0.13% Equity attributable to owners of the 17,754.45 32.54% 17,743.74 29.92% 17,748.41 29.35% equity Company Equity attributable to owners of the 17,754.45 32.54% 17,743.74 29.92% 17,748.41 29.35% Non-controlling interests of the 14,057.74 25.76% 12,762.39 21.52% 12,910.11 21.35% Company subsidiaries Non-controlling interests of the 14,057.74 25.76% 12,762.39 21.52% 12,910.11 21.35% Total shareholders' equity 31,812.18 58.30% 30,506.13 51.44% 30,658.52 50.71% subsidiaries Total shareholders'liabilities and equity shareholders' 31,81254,566.1854 10058.3000% 30,50659,305.1327 10051.4400% 30,65860,461.5260 10050.7100% equity Total liabilities and shareholders' 54,566.54 100.00% 59,305.27 100.00% 60,461.60 100.00% equity

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OptAsia Capital Company Limited - Page 14 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets Assets Bangkok Expesesway and Metro Public Company Limited Assets As at December 31, 2016, the total assets of CKP and its subsidiaries amounted to THB 59,305.27 million, THBAs at 4,738 December.73 million 31, or2016, 8.68 the percent total a increasessets of CKPfrom andthe end its subsidiaries of 2015. As amountedat December to THB 31, 2017,59,305 total.27 massetsillion, ofTHB CKP 4,738 and.73 its m subsidiariesillion or 8.68 was percent THB increase60,461.60 from million, the end increased of 2015 by. As THB at December 1,156.33 million31, 2017, or 1total.95 apercentssets of from CKP the and end its of subsidiaries 2016. Key reasons was THB are 60,461 highlighted.60 million, below :increased by THB 1,156.33 million or 1.95 percent from the end of 2016 . Key reasons are highlighted below : Unit: THB Million Changes (2015-2016) Changes (2016-2017) Description 31 Dec. 15 31 Dec. 16 31 Dec. 17 +/- percent +/ - Unit: THBpercent Million Changes (2015-2016) Changes (2016-2017) Total currentDescription assets 31 Dec5,195. 1.570 31 Dec7,666. 16.01 31 Dec6,293. 1.997 2,470.31 47.55 -1,372.02 -17.90 +/- percent +/- percent Total non-current assets 49,370.84 51,639.26 54,176.61 2,268.42 4.59 2,528.35 4.90 Total current assets 5,195.70 7,666.01 6,293.99 2,470.31 47.55 -1,372.02 -17.90 Total assets 54,566.54 59,305.27 60,461.60 4,738.73 8.68 1,156.33 1.95 Total non-current assets 49,370.84 51,639.26 54,176.61 2,268.42 4.59 2,528.35 4.90 Total assets 54,566.54 59,305.27 60,461.60 4,738.73 8.68 1,156.33 1.95 Total current assets As at December 31, 2016, total current assets of CKP and its subsidiaries Totalamounted current to THB assets 7,666 As.01 at m Decemberillion, THB 2,47031, 2016.31 m, illiontotal orc urrent47.55 percentassets increaseof CKP andfrom itsyear subsidiaries-end 2015, amounteddue mainly to to THB current 7,666 investments.01 million, increasedTHB 2,470 by.31 THB million 3,013 or 47.47.55 m percentillion, or increase 254.90 percent from year as- endCKP 2015, and dueits subsidiaries mainly to current temporarily investments invested increased proceeds by from THB issuance 3,013.47 of m debenturesillion, or 254 in. 90a short percent-term as investment CKP and itsinstrument subsidiaries. As temporarilyof December invested 31, 2017, proceeds total fromcurrent issuance assets of of debentures CKP and inits a subsidiaries short-term investment was THB instrument6,293.99 million,. As of decreased December by 31, THB 2017, 1,372 total.02 millioncurrent or a 17ssets.90 percentof CKP fromand theits subsidiariesend of 2016 whichwas THB the 6,293reasons.99 are million, current decreased Investments by THB declined 1,372 by.02 Baht million 1,928 or 17.77.90 million percent or 4from5.97 the percent end of as2016 CKP which sold the its reasonsinvestment are in c urrentmutual Investments funds to fund declined XPCL andby Baht BIC ’1,928s equity.77 injection million or and 45 .t97rade percent and other as CKPreceivables sold its investmentincreased by in THBmutual 442 funds.52 million to fund or XPCL61.48 andpercent BIC ’mainlys equity from injection BIC’s electricityand trade salesand o receivablether receivables. increasedTotal non-current by THB assets 442.5 2As million at December or 61.48 31, percent 2016, mainlytotal non from-current BIC’s assets electricity of CKP sales and receivable its subsidiaries. Totalamounted non-current to THB assets 51,639.26 As at Decembermillion, THB 31, 2,268.42 2016, total m illion,non-current or 4.59 assets percent of CKP increase and its from subsidiaries year-end amounted2015, which to THBwas mainly51,639.26 caused million, by investment THB 2,268.42 in an associatedmillion, or 4.59 company percent (Xayaburi increase Power from Companyyear-end Limited2015, which: XPCL was) increased mainly caused by THB b 1,282y investment.94 million, in an or associated26.64 percent company due to (scheduledXayaburi Power capital Company injection intoLimited XPCL: XPCL and) pincreasedroject costs by duringTHB 1,282 construction.94 million, phase or 26 increased.64 percent by due THB to 3,128scheduled.30 m capitalillion, or injection 193.73 intopercent XPCL due and to p capitalroject costs investment during inconstruction BIC 2. In phaseyear 2017, increased total nbyon THB-current 3,128 a.ssets30 m illion,of CKP or 193and. 73its percentsubsidiaries due wasto capital THB 54,1 investment67.61 million, in BIC increased 2. In year by 2017,THB 2,528 total .n35on million-current or a4ssets.90 percent of CKP from and theits subsidiariesend of 2016. wasKey THBreasons 54,1 are67. 61highlighted million, increased below by THB 2,528.35 million or 4.90 percent from the • end of CKP2016 and. Key its reasons subsidiaries are highlighted had Investments below in an Associated Company (XPCL) increased by THB • CKP1,736 and.92 millionits subsidiaries or 28.48 %ha dued Investments to the equity in an funding Associated of XPCL Company. (XPCL) increased by THB • 1,736CKP and.92 millionits subsidiaries or 28.48% haddue Projectto the equity Costs funding During of Construction XPCL. Phase decreased by THB • CKP2,280 and.20 millionits subsidiaries or 48.07 %had primarily Project from Costs reclassification During Construction of BIC2’ Phases project decreased costs to Property, by THB 2,280.20 million or 48.07% primarily from reclassification of BIC2’s project costs to Property,

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OptAsia Capital Company Limited - Page 15 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets Plant and Equipment after construction completion,Bangkok Expeseswaypartially offset and Metroby the Public increase Company in project Limited Plantcost from and theEquipment on-going after construction construction of Nabong completion, Substation partially Upgrade offset byproject the increase. in project • costCKP fromand itsthe subsidiaries on-going construction’ Property, Plant of Nabong and Equipment Substation increased Upgrade by project THB .4,496 .47 million or • CKP83.66 and% itsmainly subsidiaries from the’ Property, reclassification Plant and of BIC2Equipment’s project increased costs byfrom THB Project 4,496 Costs.47 million During or 83Construction.66% mainly Phase from after the the reclassification completion of ofBIC2 BIC2’s construction’s project costs. from Project Costs During Construction Phase after the completion of BIC2’s construction. Liabilities Liabilities As at December 31, 2016, the total liabilities of CKP and its subsidiaries amounted to THB 28,799.14 million, THB 6,044 As.78 at m Decemberillion or 26 .31,57 percent2016, the increase total liabilities from year of -CKPend 2015and its. As subsidiaries at December amounted 31, 2017 to ,THB total 28,799 liabilities.14 ofmillion, was THB 6,04429,803..78 08million million, or 26 increased.57 percent by increase THB 1 ,from003.9 year4 million-end 2015 or 3.49. As atpercent December from 31the, 2017end of, total 2016. liabilities Key reasons of was areTHB highlighted 29,803.08 asmillion, follows increased: by THB 1,003.94 million or 3.49 percent from the end of 2016. Key reasons are highlighted as follows: Unit: THB Million Changes (2015-2016) Changes (2016-2017) Description 31 Dec. 15 31 Dec. 16 31 Dec. 17 +/- percent +/ -Unit : THBpercent Million Changes (2015-2016) Changes (2016-2017) Total currentDescription liabilities 31 2,416Dec. 1.425 31 1,488Dec. .1643 31 2,669Dec. .1377 -927.99 -38.40 1,180.94 79.34 +/- percent +/- percent Total non-current liabilities 20,337.94 27,310.71 27,133.72 6,972.77 34.28 -176.99 -0.65 Total current liabilities 2,416.42 1,488.43 2,669.37 -927.99 -38.40 1,180.94 79.34 Total Liabilities 22,754.36 28,799.14 29,803.08 6,044.78 26.57 1,003.94 3.49 Total non-current liabilities 20,337.94 27,310.71 27,133.72 6,972.77 34.28 -176.99 -0.65 Total Liabilities 22,754.36 28,799.14 29,803.08 6,044.78 26.57 1,003.94 3.49 Total current liabilities As at December 31, 2016, total current liabilities of CKP and its subsidiaries Totalamounted current to liabilitiesTHB 1,488 As.43 at mDecemberillion, decreased 31, 2016 THB, total 927 current.99 million liabilities or 38 of.40 CKP percent and itsfrom subsidiaries year-end amounted2015, due tomainly THB to1,488 current.43 mportionillion, decreasedof long-term THB loans 927 from.99 mfinancialillion or institutions38.40 percent decreased from year as -NN2end 2015,refinanced due mainlyits existing to current long-term portion loan of and long adjusted-term loans the repayment from financial schedule institutions in September decreased 2016 as. AsNN2 at refinancedDecember its31 existing, 2017 ,long total-term current loan liabilities and adjusted of CKP the and repayment its subsidiaries schedule was in September THB 2,669 2016.37 million,. As at Decemberincreased by 31 THB, 2017 1,180, total.94 millioncurrent or liabilities 79.34 percent of CKP from and the its endsubsidiaries of 2016. Thewas reasonTHB 2,669 of increasing.37 million, is

increasedBIC Trade byand THB Other 1,180 Payables.94 million increased or 79.34 by percent THB 552.46 from the million end ofor 2016.107.79 The% reason mainly offrom increasing BIC’s fuel is cost payable. BIC Trade and Other Payables increased by THB 552.46 million or 107.79% mainly from BIC’s fuel Totalcost payable non- current. liabilities As at December 31, 2016, total non- current liabilities of CKP and its Totalsubsidiaries non- current amounted liabilities to THB As 27,310 at December.71 million, 31, increased 2016, total THB non 6,972- current.77 million liabilities or 34 .28of percentCKP and from its subsidiariesyear-end 2015, amounted due mainly to THB to 27,310 issuance.71 mofillion, debentures increased of THBTHB 6,9724,000.77.00 m millionillion or and 34. 28additional percent fromloan yeardrawdown-end 2015, for BIC2 due. Asmainly at December to issuance 31, of2017 debentures, total non of-current THB 4,000 liabilities.00 ofm illionCKP andand additionalits subsidiaries loan drawdownwas THB 27,133 for BIC2.72. million,As at December decreased 31 by, 2017 THB, 176total. 99non million-current or liabilities0.65 percent of CKP from and the its end subsidiaries of 2016. wasThe reasonsTHB 27,133 of decreasing.72 million, are decreased as follows; by THB 176.99 million or 0.65 percent from the end of 2016. The reasons of decreasing are as follows;

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OptAsia Capital Company Limited - Page 16 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets • Long-term Loans from Financial InstitutionsBangkok decreased Expesesway by Baht and 5,551Metro Public.70 million Company or Limited23.10 • Longpercent-term mainly Loans because from Financial of the repayment Institutions of longdecreased-term loan by byBaht NN 5,5512 following.70 million the debenture or 23.10 percentissuance mainly. because of the repayment of long-term loan by NN2 following the debenture • issuanceDebentures. increased by Baht 5,950.47 million or 149.04 percent from issuance and sales of • DebenturesNN2’s Baht 6,000.00increased million by Baht debentures 5,950.47. million or 149.04 percent from issuance and sales of NN2’s Baht 6,000.00 million debentures. Shareholders’ Equity ShareholdersAs at’ DecemberEquity 31, 2016, the total shareholders’ equity of CKP and its subsidiaries amounted to THB 30,506.13As m atillion, December decreased 31, 2016,THB 1,306 the total.05 shareholdersmillion or 4.11’ equity percent of fromCKP theand end its subsidiaries of 2015. As amountedof December to THB 31, 30,5062017, .Total13 m Shareholdersillion, decreased’ Equity THB of 1,306 CKP. 05and m illionits subsidiaries or 4.11 percent was THB from 30 the,658.5 end of2 2015 million,. As increased of December by Baht 31, 2017152.39, Totalmillion Shareholders or 0.50% from’ Equity the end of CKP of 2016 and, itswith subsidiaries details of significant was THB increases30,658.5 and2 million, decreases increased as follows by Baht: 152. 39 million or 0.5 0% from the end of 2016 , with details of significant increases and decreases Unit as: THBfollows Million: Changes Changes Description 31 Dec. 15 31 Dec . 16 31 Dec. 17 ( 2015-2016 ) Unit(2016: THB- 201Million7) +/-Changes percent +/-Changes percent Description 31 Dec. 15 31 Dec. 16 31 Dec. 17 (2015-2016) (2016-2017) Issued and fully paid-up capital 7,370.00 7,370.00 7,370.00 - - - - +/- percent +/- percent Share premium 9,522.33 9,522.33 9,522.33 - - - - Issued and fully paid-up capital 7,370.00 7,370.00 7,370.00 - - - - Retained earnings – statutory Share premium 9,52226.3334 9,52281.3312 9,52295.3344 54.78- 207.97- 14.32- 17.66- reserve Retained earnings – statutory Retained earnings - unappropriated 1,15226.3442 98881.1242 67995.4477 -16454.7800 207-14.2397 -30814.3265 -1731.3266 reserve Other components of shareholders’ Retained earnings - unappropriated 1,152-316.4265 -988218.1342 67980.7787 -16498.0052 -1431.2311 -308299.65 137-31.3207 equity Other components of shareholders’ Non-controlling interests of the -316.65 -218.13 80.87 98.52 31.11 299 137.07 equity 14,057.74 12,762.39 12,910.11 -1,295.35 -9.21 147.72 1.16 subsidiaries Non-controlling interests of the Total shareholders’ equity 14,05731,812.7418 12,76230,506.3913 12,91030,658.1152 -1,2951,306.3505 -94.2111 147152.7239 10.1650 subsidiaries TotalRetained shareholders earnings’ equity As at December31,812.18 31,30,506 2016.,13 total 30,658retain. 52earnings -1,306 .of05 CKP -4and.11 its 152subsidiaries.39 0.50 unappropriatedRetained decreased earnings byAs THBat December 164. 00 m 31,illion, 2016 or ,14 total. 23 retainpercent earnings due mainly of CKP to dividendand its subsidiariespayment to unappropriatedshareholders at thedecreased rate of THB by 0THB.0223 164 per. 00 share million, in May or 201614. 23. Aspercent of December due mainly 31, 2017 to dividend, total retain payment earnings to ofshareholders CKP and its at subsidiaries the rate of THB unappropriated 0.0223 per sharedecreased in May by 2016 THB. 308As of.65 December million, or 31,31. 322017 percent, total fromretain the earnings end of 2016of CKP. and its subsidiaries unappropriated decreased by THB 308.65 million, or 31.32 percent from the end of 2016. Other components of shareholders’ equity As at December 31, 2016, other components of shareholdersOther’ equity components of CKP andof shareholdersits subsidiaries’ equity increased As atby DecemberTHB 98.52 31, million 2016 or, 31other.11 percent,components mostly of shareholderscomprising unrealized’ equity of gain CKP from and cash its subsidiaries flow hedges, increased mainly caused by THB by : 98 .52 million or 31.11 percent, mostly comprising(1) unrealized NN2 applied gain hedge from cash accounting flow hedges, in order mainly to hedge caused the by foreign: exchange exposure on a certain (portion1) NN2 of appliedits forecasted hedge revenue accounting from insales order of electricityto hedge inthe USD foreign currency, exchange whereby exposure such revenueon a certain from portion of its forecasted revenue from sales of electricity in USD currency, whereby such revenue from OptAsia Capital Company Limited - Page 17 -

OptAsia Capital Company Limited - Page 17 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets sales of electricity was designated as the hedged itemBangkok and the Expesesway long-term and loans Metro in PublicUSD was Company designated Limited assales the of hedging electricity instrument, was designated which could as the minimize hedged fluctuations item and the of long gains-term and loans losses in arisingUSD was from designated changes inas exchange the hedging rates instrument,. which could minimize fluctuations of gains and losses arising from changes (in2 )exchange BIC and ratesXPCL. applied hedge accounting in order to hedge the loan interest rates, whereby cash (flows2) BIC relating and XPCL to interest applied expenses hedge accounting were designated in order as to the hedge hedged the loanitem interest and the rates, derivative whereby financial cash flowsinstrument relating (interest to interest rate expensesswap) was were designated designated as asthe the hedging hedged instrument, item and thewhich derivative could minimizefinancial instrumentfluctuations ( ofinterest gains andrate lossesswap) fromwas measurementdesignated as of thefair hedgingvalue of theinstrument, derivative which financial could instrument minimize. Asfluctuations of December of gains 31, and2017, losses total shareholdersfrom measurement’ equity of offair CKP value and of itsthe subsidiaries derivative financial was THB instrument 30,658.52. million, increasedAs of December by THB 31,152 2017,.39 million total shareholdersor 0.50 percent’ equity from ofthe CKP end and of 2016, its subsidiaries primarily from was an THB improvement 30,658.52 million,of unrealized increased loss fromby THB cash 152 flow.39 hedges million oras 0a. result50 percent of the from repayments the end ofof NN22016,’s primarilyUS Dollar from long an-term improvement loan in the of1st unrealized quarter and loss the from 3rd cash quarters flow hedges of 2017 as and a result the strengtheningof the repayments of Thai of NN2 Baht’s duringUS Dollar 2017 long compared-term loan toin the 1stprevious quarter year and. the 3rd quarters of 2017 and the strengthening of Thai Baht during 2017 compared to the previous year. - Statement of Comprehensive Income At the end of year 2015 – 2017 with details as follows; (Unit: THB Million) - Statement of Comprehensive Income At the end of year 2015 – 2017 with details as follows; Consolidated Financial Statement (Unit: THB Million) 2015 2016 2017 Statement of Comprehensive Income Consolidated Financial Statement THB THB THB 2015 % 2016 % 2017 % Statement of Comprehensive Income Million Million Million THB THB THB % % % Revenues Million Million Million Revenue from sales of electricity and Revenues 6,585.09 96.12% 6,149.62 96.70% 6,672.49 96.29% steam Revenue from sales of electricity and Revenue from sales of electricity - 6,585.09 96.12% 6,149.62 96.70% 6,672.49 96.29% steam 111.42 1.63% 106.43 1.67% 101.22 1.46% electricity tariff adders Revenue from sales of electricity - 111.42 1.63% 106.43 1.67% 101.22 1.46% Projectelectricity management tariff adders income 60.59 0.88% 62.69 0.99% 105.01 1.52%

ProjectOther income management income 60.59 0.88% 62.69 0.99% 105.01 1.52% Other Interest income income 30.55 0.45% 21.79 0.34% 13.63 0.20% InterestGain from income exchange rate 4130.8755 0.6145% 21 0.7900 0.0034% 13 0.6300 0.0020% GainOthers from exchange rate 4121.8717 0 .6131% 180.6500 0.2900% 370.5300 0.5400% TotalOthers revenues 6,85021.1769 1000.0031% 6,35918.6518 1000.0029% 6,92937.5388 1000.0054% TotalExpenses revenues 6,850.69 100.00% 6,359.18 100.00% 6,929.88 100.00% ExpensesCost of sales of electricity and steam 4,023.70 58.73% 3,553.41 55.88% 4,219.01 60.88% Cost of sales of electricity and steam 4,023.70 58.73% 3,553.41 55.88% 4,219.01 60.88%

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OptAsia Capital Company Limited - Page 18 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets BangkokConsolidated Expesesway Financial and MetroStatement Public Company Limited 2015 2016 2017 Statement of Comprehensive Income Consolidated Financial Statement THB THB THB 2015 % 2016 % 2017 % Statement of Comprehensive Income Million Million Million THB THB THB % % % Amortisation of right to produce and sell Million Million Million 521.28 7.61% 521.28 8.20% 521.28 7.52% electricity Amortisation of right to produce and sell 521.28 7.61% 521.28 8.20% 521.28 7.52% Costelectricity of project management 73.12 1.07% 96.67 1.52% 69.52 1.00% CostAdministrative of project expensesmanagement 34473.1256 51.0307% 76996.6785 121.1152% 41469.5221 51.9800% AdministrativeLoss on exchange expenses 3440.5600 5 0.0003% 76944.6585 12 0.1170% 119414.3421 15.7298% LossTotal onexpenses exchange 4,9620.0067 720.4400% 4,98544.6585 780.4070% 5,343119.3634 771.1172% Profit before share of profit (loss) from Total expenses 4,962.67 72.44% 4,985.85 78.40% 5,343.36 77.11% investments in jointly controlled entities 1,888.03 27.56% 1,373.33 21.60% 1,586.52 22.89% andProfit associated before share company, of profit finance (loss) fromcost and investments in jointly controlled entities income tax expenses 1,888.03 27.56% 1,373.33 21.60% 1,586.52 22.89% and associated company, finance cost and Share of profit from investments in jointly income tax expenses 35.75 0.52% 27.37 0.43% 31.11 0.45% controlled entities Share of profit from investments in jointly Share of loss from investments in 35.75 0.52% 27.37 0.43% 31.11 0.45% controlled entities -27.18 -0.40% -52.34 -0.82% -25.93 -0.37% associated company Share of loss from investments in Profit before finance cost and income tax -27.18 -0.40% -52.34 -0.82% -25.93 -0.37% associated company 1,896.60 27.68% 1,348.35 21.20% 1,591.70 22.97% expenses Profit before finance cost and income tax 1,896.60 27.68% 1,348.35 21.20% 1,591.70 22.97% expensesFinance cost -1,110.19 -16.21% -1,140.61 -17.94% -1,267.86 -18.30% FinanceProfit before cost income tax expenses -1,110786.4119 -1116.4821% -1,140207.7461 -17 3.2794% -1,267323.8486 -18 4.6730% ProfitIncome before tax expenses income tax expenses 786-0.4129 11 0.4800% 207-13.6474 -03.2127% 323-16.3384 -04.2467% IncomeProfit for tax the expenses year 786-0.1229 110.4800% 194-13.1064 - 30.0521% 307-16.5133 - 40.4424%

ProfitOther forcomprehensive the year income: 786.12 11.48% 194.10 3.05% 307.51 4.44% Gain on changes in value of available-for- Other comprehensive income: 5.69 0.08% 19.92 0.31% 16.86 0.24% sale investments Gain on changes in value of available-for- 5.69 0.08% 19.92 0.31% 16.86 0.24% saleUnrealised investments gain from cash flow hedges -438.83 -6.41% 76.85 1.21% 0.00 0.00% UnrealisedAdd (less): gainIncome from tax cash effect flow hedges -4380.8300 - 06.0041% 2376.0585 01.3621% -200.4200 -0.2900% AddActuarial (less gain): Income (loss )tax effect 0.00 0.00% 23 0.0511 0.0036% -1120.2942 -0.1629% ActuarialOther comprehensive gain (loss) income for the year -4330.1400 -60.3200% 1560.0611 20.4500% 549-11.4729 - 70.9316% OtherTotal comprehensivecomprehensive incomeincome forfor thethe yearyear -352433.1498 - 56.1532% 350156.2606 52.5145% 856549.9947 127.3793% TotalProfit comprehensiveattributable to: income for the year 352.98 5.15% 350.26 5.51% 856.99 12.37% ProfitEquity attributable holders of theto: Company 411.88 6.01% 55.05 0.87% 158.77 2.29% Equity holders of the Company 411.88 6.01% 55.05 0.87% 158.77 2.29%

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OptAsia Capital Company Limited - Page 19 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets BangkokConsolidated Expesesway Financial and MetroStatement Public Company Limited 2015 2016 2017 Statement of Comprehensive Income Consolidated Financial Statement THB THB THB 2015 % 2016 % 2017 % Statement of Comprehensive Income Million Million Million THB THB THB % % % Non-controlling interests of the Million Million Million 374.24 5.46% 139.04 2.19% 148.74 2.15% subsidiaries Non-controlling interests of the Total comprehensive income attributable 374.24 5.46% 139.04 2.19% 148.74 2.15% subsidiaries to: Total comprehensive income attributable toEquity: holders of the Company 220.89 3.22% 153.64 2.42% 446.88 6.45% Non-controlling interests of the Equity holders of the Company 132220.0889 13.9322% 196153.6264 32.0942% 410446.1188 56.9245% subsidiaries Non-controlling interests of the 132.08 1.93% 196.62 3.09% 410.11 5.92% subsidiaries For the year ended December 31, 2016, the net profit of CKP and its subsidiaries amounted to THB 194.10 mForillion, the representing year ended aDecember decrease 31,of THB 2016, 592 the.02 net m illionprofit or of 75 CKP.31 andpercent its subsidiaries from that of amountedthe previous to yearTHB. The194 .net10 mprofitillion, attributable representing to equitya decrease holders of ofTHB CKP 592 was.02 THBmillion 55 or.06 75 m.illion,31 percent a decrease from that of THB of the 356 previous.82 million year or. 86The.63 net percent profit attributable. In 2017, CKP to equityand its holders subsidiaries of CKP reported was THB a net55. p06rofit million, attributable a decrease to equity of THB holders 356. 82of CKPmillion THB or 15886.63.77 percent million,. Inan 2017, increase CKP of and THB its 103subsidiaries.72 million reported or 188 .a42 net% pcomparedrofit attributable to the to previous equity h year,olders the of CKPdetails THB of 158which.77 are million, as follows an increase: of THB 103.72 million or 188.42% compared to the previous year, the details of which are as follows: 1) Revenue from sales of electricity and steam

1) Revenue from sales of electricity and steam (Unit: THB Million) Yearly Changes (2015-2016) Changes (2016-2017) (Unit: THB Million) 2015 2016 2017 +/- percent +/- percent Yearly Changes (2015-2016) Changes (2016-2017) Electricity revenue from sales of electricity 2015 2016 2017 +/- percent +/- percent ElectricityNN2 revenue from3,883 sales.15 of electricity3,814.92 3,318.30 -68.23 -1.76 -496.60 -13.00 NN2BIC 3,8832,578.1535 3,8142,232.9209 3,3183,251.3020 --34668.23.26 --131.76.43 1,019.10-496.60 -45.7013.00

BKCBIC 2,578158.47.35 2,232147.83.09 3,251139.80.20 --34610.64.26 --136.72.43 1,019.10-8.00 45.70-5.40 Total 6,619.97 6,194.84 6,709.30 -425.13 -6.42 541.50 8.30 BKC 158.47 147.83 139.80 -10.64 -6.72 -8.00 -5.40 Steam revenue from sales of steam Total 6,619.97 6,194.84 6,709.30 -425.13 -6.42 541.50 8.30 Steam revenueBIC from sales76. 54of steam 61.22 64.30 -15.32 -20.02 3.10 5.10 Total 76.54 61.22 64.30 -15.32 -20.02 3.10 5.10 BIC 76.54 61.22 64.30 -15.32 -20.02 3.10 5.10

Total 76.54 61.22 64.30 -15.32 -20.02 3.10 5.10 In year 2016, CKP and its subsidiaries’ revenue from sales of electricity and steam decreased by THB 440.45 mInillion, year or 2016, 6.58 CKPpercent and. Thisits subsidiaries was mainly’ revenuecaused byfrom sales of electricity and steam decreased by THB 440.45 million, or 6.58 percent. This was mainly caused by

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OptAsia Capital Company Limited - Page 20 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets • A decrease in sales of electricity and steam of BangpaBangkok-in Cogeneration Expesesway and Power Metro Project Public PhaseCompany 1 (LimitedBIC1) • ofA decreaseTHB 361. in57 sales million of orelectricity 13.62 percent and steam due of to Bangpa a continued-in Cogeneration drop in natural Power gas Project price Phaseand 6. 131 (BIC1 GWh) ofdecrease THB 361 in. electricity57 million soldor 13 during.62 percent the planned due to maintenance a continued perioddrop in in natural the months gas priceof March and to6 .May31 GWh and decreaseJuly 2016 in electricity sold during the planned maintenance period in the months of March to May and • JulyA decrease 2016 in sales of electricity of Nam Ngum 2 Power Project (NN2) by THB 68.23 million as 94.12 • AGWh decrease remaining in sales balance of electricity of the Primary of Nam Energy Ngum Account 2 Power (PE Project Account (NN2) was) by fully THB recognized 68.23 million as electricity as 94.12 GWhsold and remaining formed balance part of ofNN2 the’ sPrimary revenue Energy from Accountsales of electricity(PE Account in )2015 was fullyat the recognized amount of as THB electricity 99.45 soldmillion and while formed there part was of no NN2 utilization’s revenue of the from balance sales in of PE electricity Account in in 2015 2016 at. the amount of THB 99.45 • mA illiondecrease while inthere revenue was nofrom utilization sales of of electricity the balance of Bangkhenchai in PE Account Power in 2016 Project. (BKC) by THB 10.64 • Am illiondecrease due to in a revenue drop-in fromelectricity sales soldof electricity by 0.62 ofGWh Bangkhenchai and a negative Power Float Project time ((FtBKC) component) by THB 10of .the64 mtariffillion structure due to .a drop-in electricity sold by 0.62 GWh and a negative Float time (Ft) component of the tariff structure. In 2017, CKP and its subsidiaries’ revenue from sales of electricity and steam (including Electricity Tariff AddersIn 2017,) was CKP THB and 6,773.7 its subsidiaries0 million, increased’ revenue byfrom THB sales 517.6 of 0electricity million or and 8.30% steam from (including the previous Electricity year. TariffThe key Adders reasons) was are THB highlighted 6,773.70 belowmillion,: increased by THB 517.60 million or 8.30% from the previous year. The key• reasonsNN2: Revenue are highlighted from sales below of electricity: declined by THB 496.60 million or 13.00 percent because of • lowerNN2: waterRevenue inflow from in sales2017 comparedof electricity to declined the previous by THB year 496. Therefore,.60 million NN2 or 13 adopted.00 percent a conservative because of waterlower watermanagement inflow in scheme 2017 compared by lowering to the its declarationprevious year of. plantTherefore,’s availability NN2 adopted to ensure a conservative that the remainingwater management water in the scheme reservoir by loweringwould be its sufficient declaration to produce of plant ’electricitys availability as toplanned ensure for that the the entire yearremaining. In addition, water in the the strengthe reservoirning would of Thaibe sufficient Baht against to produce US Dollar electricity during as2017 planned affected for thethe USentire Dollar portionyear. In ofaddition, the CKP the’s revenuestrengthe. ning of Thai Baht against US Dollar during 2017 affected the US Dollar • BICportion2: Revenue of the C KPfrom’s revenue sales of. electricity increased by THB 1,019.10 million or 45.70 percent, while • revenueBIC2: Revenue from sales from of sales steam of increasedelectricity increasedby THB 3 .by10 THBmillion 1,019 or 5.10.10 millionpercent, or primarily45.70 percent, from ( iwhile) the rd th increasingrevenue from electricity sales of sales steam volume increased and capacity by THB utilization 3.10 million of BIC2 or 5 .during10 percent, the 3 primarily and 4 fromquarters (i) the of 2017increasing compared electricity to the sales same volume periods and last capacity year since utilization its COD of onBIC2 June during 29, 2017the 3 andrd and (ii) 4anth increasequarters ofin

steam2017 compared sales volume to the during same 2017 periods due lastto rising year demandsince its fromCOD industrial on June customer29, 2017 .and (ii) an increase in • BKCsteam: Revenue sales volume from salesduring of 2017 electricity due to declined rising demand by THB from 8.00 industrial million or customer5.40 percent. due to the decline • inBKC average: Revenue irradiation from sales during of electricity 2017 and declined the repair by and THB maintenance 8.00 million orof 5solar.40 percent panels anddue tocable the declinesystem rd duringin average the 3irradiation quarter ofduring 2017 2017 to improve and the the repair plant ’ands long maintenance-term efficiency, of solar which panels resulted and incable the declinesystem

ofduring electricity the 3rd sales quarter volume of 2017 compared to improve to the the previous plant’s long year-term. efficiency, which resulted in the decline

of electricity sales volume compared to the previous year.

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OptAsia Capital Company Limited - Page 21 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets

Bangkok Expesesway and Metro Public Company Limited 2) Operating expenses

Unit: THB Million 2) Operating expenses Yearly Changes (2015-2016) Changes (2016-2017) 2015 2016 2017 THB Million percent THB MillionUnit: THB percentMillion Costs of sales of electricity and steam 4,023.70 3,553Yearly.41 4,219.00 Changes-470.29 (201 5-2016)-11.69 Changes665.60 (2016 -20118.7)0

Fuel costs 1,8262015.97 1,4612016.96 2,0892017.60 THB- 365Million.01 percent-19.98 THB 627.60Million percent42.90 Costs of sales of electricity and steam 4,023.70 3,553.41 4,219.00 -470.29 -11.69 665.60 18.70 Depreciation 1,320.63 1,323.55 1,421.50 2.92 0.22 97.90 7.40 Fuel costs 1,826.97 1,461.96 2,089.60 -365.01 -19.98 627.60 42.90 Operation and maintenance costs 633.28 518.71 461.90 -114.57 -18.09 -56.80 -11.00 Depreciation 1,320.63 1,323.55 1,421.50 2.92 0.22 97.90 7.40 Royalty Fee 132.59 130.29 113.30 -2.30 -1.73 -17.00 -13.00 Operation and maintenance costs 633.28 518.71 461.90 -114.57 -18.09 -56.80 -11.00 Others 110.23 118.90 132.80 8.67 7.87 13.90 11.70 Royalty Fee 132.59 130.29 113.30 -2.30 -1.73 -17.00 -13.00 Amortization of right to produce and 521.28 521.28 132521.8028 - - 13.90- 11.70- sellOthers electricity 110.23 118.90 8.67 7.87 Amortization of right to produce and Cost of project management 52173.1228 52196.6728 52169.2852 23.55- 32.21- 12.50- 21.90- sell electricity Administrative expenses 344.56 769.85 414.20 425.29 123.43 -395.30 -48.80 Cost of project management 73.12 96.67 69.52 23.55 32.21 12.50 21.90 Loss on exchange rate - 44.64 - 44.64 100.00 - - Administrative expenses 344.56 769.85 414.20 425.29 123.43 -395.30 -48.80 Total 4,962.66 4,985.85 5,224.00 23.19 0.47 282.80 5.70 Loss on exchange rate - 44.64 - 44.64 100.00 - - Total 4,962.66 4,985.85 5,224.00 23.19 0.47 282.80 5.70 In year 2016, CKP and its subsidiaries’ operating expenses increased by THB 23.19 million or 0.47 percent.In Despite year 2016, a decrease CKP and in costsits subsidiaries of sales of’ electricityoperating andexpenses steam increasedby THB 470 by. 29THB million 23.19 or m11illion.69 percentor 0.47 percentfrom the. sameDespite period a decrease of the previous in costs ofyear, sales the of administrative electricity and expenses steam by increasedTHB 470.29 by m THBillion 425 or 11.29.69 m illion,percent or from123. 43the percent, same period due primarily of the previous to NN2 ’year,s write the-off administrative of the project expenses costs during increased construction by THB phase 425.29 of mNamillion, Bak or 123Hydroelectric.43 percent, Power due primarilyProject in to an NN2 amount’s write of- offTHB of the377 project. 61 million costs. Also,during the construction cost of project phase management of Nam Bak Hydroelectricincreased by THBPower 23 Project.55 million in anor 32amount.21 percent of THB. In377 addition,. 61 million CKP. andAlso, its the subsidiaries cost of project record managemented a loss on increasedexchange rateby THB of THB 23. 4455. 64million million or. 32 .21 percent. In addition, CKP and its subsidiaries recorded a loss on exchangeIn rate2017, of CKPTHB 44and.64 its m subsidiariesillion. ’ total operating expenses was THB 5,224.00 million, increased by THB 282In.80 2017, million CKP or 5and.70% its compared subsidiaries to ’the total previous operating year, expenses mainly due was to THB the following5,224.00 reasonsmillion, :increased by • THB 282 . 80An million increase or 5in.70 Cost% compared of Sales of to Electricity the previous and year,Steam mainly by THB due 665 to .the60 millionfollowing or 18reasons.73 percent: , mainly • due An increaseto (1) an in increase Cost of Salesin Fuel of CostsElectricity of BIC and from Steam the byCOD THB of 665 BIC2.60 at million the end or 18of. 7June3 percent 2017 , (mainly2) an dueincrease to (1 in) Depreciationan increase in after Fuel the Costs COD of of BIC BIC2 from (3) athe decrease COD of in BIC2 Operation at the andend Maintenanceof June 2017 Costs (2) an of increaseNN2 from in Depreciationthe decline inafter repair the CODand ofmaintenance BIC2 (3) a decrease expenses in Operationand more and effective Maintenance operation Costs cost of NN2management from the and decline (4) a indecrease repair and in NN2 maintenance’s Royalty expensesFee, which and was more consistent effective with operation the decline cost in managementrevenue from salesand ( of4) electricity a decrease. in NN2’s Royalty Fee, which was consistent with the decline in • revenue An increase from insales Cost of of el Projectectricity Management. by THB 12.56 million or 22.05% due to a reallocation of • projectAn increase management in Cost ofcost Project to better Management reflect project by THB management 12.56 million operation or 22.05 of% CKP due. to a reallocation of • projectA decrease management in Administrative cost to better Expenses reflect by project THB 395 management.34 million or operation 48.83%, ofmainly CKP .from one-time write- • offA decrease of Nam Bak in AdministrativeHydroelectric PowerExpenses Project by THB development 395.34 million cost inor 201648.83. %, mainly from one-time write- off of Nam Bak Hydroelectric Power Project development cost in 2016.

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OptAsia Capital Company Limited - Page 22 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets • CKP and its subsidiaries has loss from the exchangeBangkok rate Expesesway in 2017 amounted and Metro PublicTHB Company119.34 million, Limited • CKPincreased and itsby subsidiariesTHB 74.69 million has loss or 167 from.31 %the mainly exchange from Thairate Bahtin 2017 was amountedappreciated THB against 119. US34 Dollarsmillion, comparedincreased byto previousTHB 74.69 year million which or 167affected.31% assetsmainly andfrom liaibilites Thai Baht that was was appreciated valued in USagainst Dollars US. Dollars compared to previous year which affected assets and liaibilites that was valued in US Dollars. 3) Share of profit (loss) from investments in jointly controlled entities and associated companies 3) InShare year of 2016, profit CKP (loss and) from its investmentssubsidiaries inrecorded jointly controlled the share entities of loss and from associated investment companies in an associated company,In whichyear 2016,is Xayaburi CKP and Power its Companysubsidiaries Limited recorded (XPCL the), atshare THB of 52 loss.34 mfromillion investment and the share in an of associated profit from investmentscompany, which in jointly is Xayaburi controlled Power entities, Company which Limitedare Chiangrai (XPCL Solar), at THB Limited 52.34 (CRS million) and and Nakhon the share Ratchasima of profit Solarfrom Limitedinvestments (NRS in) ,jointly at THB controlled 27.36 m entities,illion, resulting which are in Chiangrai a net amount Solar Limitedof share (CRS of loss) and from Nakhon investments Ratchasima in jointly Solar controlledLimited (NRS entities), at andTHB associated27.36 million, companies resulting of in THB a net 24 .amount98 million of. Inshare 2017, of CKPloss recognizedfrom investments a share in ofjointly loss fromcontrolled investment entities in andXPCL associated (Associated companies Company of) THBat the 24 amount.98 million of THB. In 2017,25.93 CKPmillion, recognized an improvement a share ofof THBloss 26from.41 investment million or 50in .XPCL45% compared (Associated to Companythe previous) at year,the amount reflecting of THBeffective 25.9 3cost million, management an improvement of the projectof THB. When26.41 combinedmillion or 50 with.45 share% compared of profits to from the investmentprevious year, in CRS reflecting and NRS effective (Jointly costControlled management Entities )of at thethe projectamount. ofWhen THB combined 31.11 million, with sharewhich of increased profits from by investment THB 3.74 inmillion CRS orand 13 NRS.66% (Jointly compared Controlled to the Entities previous) at year the amount mainly fromof THB effective 31.11 million,cost management which increased of the by projects, THB 3. 7t4otal million Shar ore of13 Profit.66% comparedfrom Investments to the previousin Jointly year Controlled mainly Entitiesfrom effective and Associated cost management Companies of wasthe THBprojects, 5.18 tmillionotal Shar. e of Profit from Investments in Jointly Controlled Entities and Associated Companies was THB 5.18 million. 4) Finance Cost 4) InFinance year 2016, Cost CKP and its subsidiaries’ finance cost increased by THB 30.42 million, or 2.74 percent, mainly dueIn yearto fee 2016, and interestCKP and expenses its subsidiaries on the C’ KPfinance's debentures cost increased while finance by THB cost 30. 42of subsidiariesmillion, or 2. 74decreased percent,. Inmainly 2017, due CKP to feeand and its interestsubsidiaries expenses reported on the finance CKP's cdebenturesost of THB while 1,267 finance.86 million, cost ofincreased subsidiaries by THB decreased 127.25. millionIn 2017, or CKP11.16 and% compared its subsidiaries to the previousreported year, finance mainly cost from of THBthe recognition 1,267.86 million, of interest increased expenses by onTHB long 127-term.25 loanmillion of orBIC2 11. 16after% comparedits COD, an to increase the previous in interest year, expensesmainly from on the the recognition CKP’s debentures, of interest which expenses were onissued long in-term the middleloan of BIC2of 2016, after and its COD,the amortization an increase of in fee interest from refinancing expenses on transaction the CKP’s of debentures, NN2. which were issued in the middle of 2016, and the amortization of fee from refinancing transaction of NN2. 5) Income tax expense 5) IncomeIn year tax 2016, expense CKP and its subsidiaries’ income tax expenses increased by THB 13.35 million as NN2 has startedIn yearto pay 2016, income CKP tax and since its subsidiaries March 26, 2016.’ income In 2017, tax expenses income tax increased expenses by of THB CKP 13.35 and itsmillion subsidiaries as NN2 washas startedTHB 16 to.30 pay million, income consisted tax since of incomeMarch 26 tax, 2016. expenses In 2017, of SEAN income and tax BKC expenses at the amount of CKP of and THB its 16subsidiaries.20 million andwas THB 016.10.30 million, million, respectively consisted of. income tax expenses of SEAN and BKC at the amount of THB 16.20 million and THB 0.10 million, respectively.

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OptAsia Capital Company Limited - Page 23 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited - Statement of Cashflow At the end of year 2015 – 2017 with details as follows; Unit: THB Million - Statement of Cashflow At the end of year 2015 – 2017 with details as follows; Consolidated Financial Statement Description Unit: THB Million 2015Consolidated Financial2016 Statement2017 Description Net cash flows from (used in) operating activities 20154,058.19 20163,740.88 20173,378 .60 Net cash flows from (used in) operatinginvesting activitiesactivities -46,984,058.19.38 -37,148,740..8884 -3,3782,764.6008 Net cash flows from financing(used in) investingactivities activities -6,9843,234.3831 -7,1483,546.8452 -2,764-685.4208 Net increasecash flows (decrease from financing) in cash activities and cash equivalents 3,234308.3112 3,546139.5200 -685-82.4210 NetEffect increase of exchange (decrease rate )changes in cash andon cash cash and equivalents cash equivalents 3082.1233 1390.0042 -8211.1020 EffectCash andof exchange cash equivalents rate changes at beginning on cash of and year cash equivalents 1,8302.3313 2,1400.4258 2,279-11.2059 Cash and cash equivalents at endbeginning of year of year 1,8302,140.1358 2,1402,279.5958 2,1972,279.4859 Cash and cash equivalents at end of year 2,140.58 2,279.59 2,197.48 Net cash flows from operating activities NetFor cashboth yearflows 2016from operatingand 2017, activities CKP and its subsidiaries’ net cash flow from operating activities amountedFor to both THB year 3,740.25 2016 andmillion 2017, and CKP THB and 3,378 its. 60subsidiaries million respectively’ net cash ,flow due from to net operating profit of activities normal amountedoperations toof CKPTHB and3,740.25 its subsidiaries million and. THB 3,378.60 million respectively, due to net profit of normal operationsNet of cash CKP flowsand its used subsidiaries in investing. activities NetIn year cash 2016, flows CKP used and in investing its subsidiaries activities’ net cash flow from investing activities amounted to THB 7,148.19In m yearillion, 2016,due mainly CKP andto an its increase subsidiaries in investment’ net cash of flow BIC from 2 and investing current activities investments amounted. In 2017, to CKPTHB and7,148.19 its subsidiaries million, due’ net mainly cash to flow an increasefrom investing in investment activities of amounted BIC 2 and to current THB 2,764 investments.08 million. In used 2017, mainly CKP forand the its subsidiariesequity injections’ net cashto XPCL flow , fromthe investingconstruction activities of BIC2 amounted and the to on THB-going 2,764 construction.08 million usedof Nabong mainly Substationfor the equity Upgrade injections project to . XPCL, the construction of BIC2 and the on-going construction of Nabong SubstationNet Upgrade cash flows project from. financing activities NetIn year cash 2016, flows CKP from and financing its subsidiaries activities ’ net cash flow from financing activities amounted to THB 3,546.52In m illion,year 2016,due mainly CKP toand issuance its subsidiaries of debentures’ net cashof THB flow 4,000 from.00 financing million and activities additional amounted loan drawdown to THB 3,546for BIC2.52. mInillion, 2017, due amounted mainly to to issuance THB 685 of.42 debentures million, used of THB mainly 4,000 to. 00pay m CKPillion andand additionalits subsidiaries loan drawdown’ dividend forduring BIC2 2017. In 2017,and to amounted service financial to THB obligations685.42 million. , used mainly to pay CKP and its subsidiaries’ dividend during 2017 and to service financial obligations.

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OptAsia Capital Company Limited - Page 24 - Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Disposal of Assets Bangkok Expesesway and Metro Public Company Limited Significant Financial Ratios

Profitability Ratios 2015 2016 2017 Significant Financial Ratios ProfitabilityGross Profit RatiosMargin (%) 39.912015 432016.20 302017.60 GrossEarnings Profit before Margin interest, (%) tax, depreciation and amortization (%) 39.9154.92 4350.2046 3051.6020 EarningsNet Profit beforeMargin interest, (%) tax, depreciation and amortization (%) 54.9211.48 503.05.46 512.30.20 NetEarnings Profit perMargin share (%) (THB ) 11.480.06 30.0501 02.020.30 EarningsSolvency perRatios share (THB) 31 Dec0.06 2015 31 Dec0.01 2016 31 Dec0.020 2017 SolvencyDebt to Equity Ratios Ratio (times) 31 Dec0.72 2015 31 Dec0.94 2016 31 Dec0.97 2017 DebtNet Interest to Equity-bearing Ratio (times)Debt to Equity Ratio (times) 0.7253 0.9467 0.9774 Liquidity Ratio 31 Dec 2015 31 Dec 2016 31 Dec 2017 Net Interest-bearing Debt to Equity Ratio (times) 0.53 0.67 0.74 LiquidityCurrent Ratio Ratio (times) 31 Dec2.15 2015 31 Dec5.15 2016 31 Dec2.36 2017 Current Ratio (times) 2.15 5.15 2.36 In 2017, CKP and its subsidiaries reported Gross Profit Margin of 30.6%, a 4.4% drop compared to the previous Inyear, 2017, primarily CKP and from its the subsidiaries increase in reported revenues Gross and Profitexpenses Margin after of COD30.6% of, aBIC2, 4.4% which drop comparedgenerated tolower the previousgross profit year, margin primarily than fromNN2 theand increase BKC as inBIC revenues has natural and gas expenses as key aftercost componentCOD of BIC2,. CKP which and generated its subsidiaries lower grossreported profit EBITDA margin Margin than NN2 of 51and.20 BKC%, increased as BIC has slightly natural by gas 0 .as70 %key compared cost component to the .previous CKP and year; its subsidiaries Net Profit Marginreported of EBITDA 2.30%, increasedMargin of by51 .120.40%%, increased compared slightly to the previousby 0.70% yea comparedr; and Earnings to the previousper Share year; of THB Net 0 Profit.022, increasedMargin of 2by.30 THB%, increased 0.015 compared by 1.40 %to comparedthe previous to yearthe previous. The increase year; andin profitability Earnings perwas Share primarily of THB due 0to.022, the oneincreased-time write by THB-off of 0 .Nam015 compared Bak Hydroelectric to the previous Power Projectyear. The development increase in cost profitability in 2016, was which primarily resulted due in tolower the profitabilityone-time write in the-off previousof Nam Bak year Hydroelectric compared to Power2017. Project development cost in 2016, which resulted in lower profitability in the previous year compared to 2017. As at December 31, 2017, Total Liabilities to Total Shareholders’ Equity Ratio was at 0.97 times, an increase Asof 0at.03 December times from 31, the 2017, end ofTotal 2016 Liabilities and Net to Interest Total Shareholders-bearing Debt’ Equityto Total Ratio Shareholders was at 0’. 97Equ times,ity Ratio an wasincrease at 0. 74of 0times,.03 times an increase from the ofend 0. 07of 2016times andfrom Net the Interest end of -2016bearing. The Debt improvements to Total Shareholders were mainly’ Equ dueity toRatio the additionalwas at 0.74 drawdowns times, an increase for the ofon 0-.going07 times construction from the end of ofNabong 2016. The Substation improvements Upgrade were project mainly dueand toBIC2 the constructionadditional drawdowns project. Current for the Ratio on -wasgoing at construction2.36 times, a ofdecrease Nabong of Substation2.79 times fromUpgrade the end project of 2016, and mainly BIC2 drivenconstruction by the projectscheduled. Current equity Ratio injections was at to 2 XPCL.36 times, and BIC2a decrease construction of 2.79 projects times from and the endincrease of 2016, in fuel mainly cost payabledriven by from the scheduled the COD equityof BIC2 injections. Overall, to CKP XPCL continued and BIC2 toconstruction maintain strong projects debt and service the increase capability in fuel for cost its debenturepayable from’s obligations, the COD ofwhich BIC2 required. Overall, CKP CKP to continuedmaintain its to Net maintain Interest strong-bearing debt Debt service to Total capability Shareholders for its’ Equitydebenture Ratio’s toobligations, not exceed which 3.00 requiredtimes at theCKP end to ofmaintain 2nd quarter its Net and Interest year end-bearing of each Debt year, to Totaland healthy Shareholders level of’ financialEquity Ratio liquidity to not. exceed 3.00 times at the end of 2nd quarter and year end of each year, and healthy level of financial liquidity.

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