Translation - Opinion of the Independent Financial Advisor on the Tender Offer for the Securities

- Translation - Opinion of the Independent Financial Advisor on the Tender Offer for the Securities

Royal Orchid Hotel (Thailand) Public Company Limited

Tender Offeror

Grande Asset Hotels and Property Public Company Limited

Prepared by Discover Management Company Limited

May 24, 2018 Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Abbreviation

Meaning Abbreviation Royal Orchid Hotel (Thailand) Public Company Limited : The Company or the Business or ROH Thai Royal Orchid Real Estate Limited : TRO Sheraton Royal Orchid Company Limited : SRO Grande Asset Hotels and Property Public Company Limited : Tender Offeror or GRAND Property Perfect Public Company Limited : PF Thai Property Public Company Limited : TPROP Metro Premier Holding Company Limited : METRO Starwood Hotel (Thailand) Company Limited : STARWOOD Thai Airways International Public Company Limited : THAI MBK Hotels and Resorts Company Limited : MBKHR Tender Offer (Form 247-4) of Royal Orchid Hotel (Thailand) Public Company : Form 247-4 or Tender Offer Limited dated May 3, 2018 Discover Management Company Limited : IFA or DISCOVER The Siam Commercial Bank Public Company Limited : Tender Offer Preparer or SCB SCB Securities Company Limited : Tender Offer Agent or SCBS Ktac Appraisal and Service Company Limited : Independent Appraiser or KTAC Securities Exchange Commission : SEC Stock Exchange of Thailand : SET Annual General Meeting : AGM Extraordinary General Meeting : EGM

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Table of Content 1. The Tender Offeror Information (GRAND) ...... 10 1.1. General Information ...... 10 1.2. GRAND Business information in brief ...... 10 1.3. Group Structure ...... 11 1.4. Overview of GRAND Business Operation ...... 11 1.5. Registered capital and paid-up capital ...... 13 1.6. Revenue Structure ...... 14 1.7. GRAND Board of Directors ...... 14 1.8. Shareholders of GRAND ...... 15 1.9. Financial position and performance ...... 16 1.10. Related parties and connected transactions ...... 30 1.11. Information relating to criminal records ...... 31 1.12. Material Pending Litigation or Claims ...... 31 1.13. Source of Funds for the Tender Offer ...... 31 2. Independent Financial Advisor’s Opinion on the Offer Price of ROH’s securities ...... 32 2.1. Book Value Approach ...... 33 2.2. Adjusted Book Value Approach ...... 33 2.3. Market Price Approach ...... 36 2.4. Price to Book Value Ratio Approach or P/BV Ratio ...... 38 2.5. Price-to-Earnings Ratio Approach ...... 40 2.6. Discounted Cash Flow Approach ...... 40 2.7. Discount Rate ...... 46 2.8. Summary of the Appropriateness of the ROH’s Ordinary Shares Offer Price ...... 48 3. Reasons to Accept and/or Reject the Tender Offer ...... 49 3.1 Reasons to Reject the Tender Offer ...... 49 3.2. Risk of shareholders from rejecting this Tender Offer ...... 52 3.3. Other factor for consideration ...... 53 4. The Opnion of the IFA to the business plan and policies of the Tender Offeror ...... 59 5. Benefit and impact to Shareholders who reject the offer (only for the case that the Tender Offer ...... 62 6. Summary of the Material Information of Any Contract/ Agreement ...... 62 7. The Opinion of the Independent Financial Advisor ...... 63

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

This English Translation has been prepared solely for the convenience of the foreign shareholders of Royal Orchid Hotel (Thailand) Public Company Limited and should not be relied upon as the definitive and official opinion of the Independent Financial Advisor. The Thai language version of the Opinion of the Independent Financial Advisor on the Tender Offer is the definitive and official document and shall prevail in all respects in the event of any inconsistency with the English translation.

Opinion of the Independent Financial Advisor on the Tender Offer for the securities of Royal Orchid Hotel (Thailand) Public Company Limited

May 24, 2018 DM042/2018

Subject: Opinion of Independent Financial Advisor on the Tender Offer for Securities Royal Orchid Hotel (Thailand) Public Company Limited

To: Directors and shareholders of Royal Orchid Hotel (Thailand) Public Company Limited

Reference: 1. Resolution of Board of Directors’ meeting of Royal Orchid Hotel (Thailand) Public Company Limited No. 4/2018 held on May 11, 2018 2. Form on annual performance year 2017 of Royal Orchid Hotel (Thailand) Public Company Limited (Form 56-1) 3. Audited financial statements of Royal Orchid Hotel (Thailand) Public Company Limited for the 12 months ended December 31, 2015-2017 and reviewed financial statements of Royal Orchid Hotel (Thailand) Public Company Limited for the 3 months ended March 31, 2018 4. Tender Offer (Form 247-4) of the Tender Offeror and amendment version 5. Appraisal report of Royal Orchid Hotel (Thailand) Public Company Limited by Ktac Appraisal and Service Company Limited 6. Interviews with the management of Royal Orchid Hotel (Thailand) Public Company Limited and related person 7. Operating Services Agreement, Centralized Services Agreement, Nondisturbance Agreement and System License Agreement, including related documents and agreement

Disclaimers: 1. In preparing this report, Discover Management Company Limited (“Independent Financial Advisor” or “IFA”or “DISCOVER”) has relied on information provided by the management of Royal Orchid Hotel (Thailand) Public Company Limited, the information of the Company disclosed to the public on the websites of the Securities and Exchange Commission (www.sec.or.th) and the Stock Exchange of Discover Management Company Limited Page 4/65

Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Thailand (www.set.or.th) and the information of the Tender Offeror disclosed to the public on the websites of the Securities and Exchange Commission (www.sec.or.th) and the Stock Exchange of Thailand (www.set.or.th). 2. IFA shall not be responsible for the profits or the losses and any impacts resulting from this transaction. 3. IFA conducted the study with knowledge, skills, and reasonable professional care. 4. IFA considered and provided opinion based on prevailing market conditions and information. If market conditions and information change in the future, the results of the study in this report may be affected. 5. IFA, its shareholders, directors and management team bear no relationship to ROH, SCB, SCBS or GRAND.

The Annual General Meeting of Shareholders of year 2018 of Grande Asset Hotels and Property Public Company Limited (“Tender Offeror” or “GRAND”) held on April 20, 2018 passed a resolution to approve the investment of ordinary shares of Royal Orchid Hotel (Thailand) Public Company Limited (“ROH”, ”the Business”, ”the Company”) from its existing shareholders, Starwood Hotels (Thailand) Company Limited (“STARWOOD”) in the number of 41,250,235 shares with the par value of Baht 10.00 per share, equivalent to 44% of the total number of paid-up shares of ROH, at the price of Baht 35.00 per share, totaling of 1,443,758,225.00 Baht and Thai Airways International Public Company Limited (“THAI”) in the number of 22,500,000 shares with the par value of Baht 10.00 per share, equivalent to 24% of the total number of paid-up shares of ROH, at the price of Baht 41.00 per share, totaling of 922,500,000.00 Baht which resulted in the Company holding 63,750,235 shares of ROH in total or equivalent to 68% of the total number of paid-up ROH shares. Since April 25, 2018, the Tender Offeror has already acquired the shares from STARWOOD and THAI. Because of holding the shares of ROH more than 50% of the total voting rights, the Tender Offeror is obliged to make a mandatory tender offer for all of the remaining securities of the Business in accordance to the Notification of the Capital Market Supervisory Board No. TorChor 12/2011 Re:Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (“Board No. TorChor 12/2011”). On May 3, 2018, the Company received the copy of the Tender Offer (“Form 247-4”) which the Tender Offeror intends to make a Tender Offer for all of the remaining securities of the Business in the number of 29,999,765 shares, equivalent to 32% of the total number of paid-up shares of ROH, at a price of 41,00 Baht (“Offer Price”)

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Details of the holding shares of the Tender Offeror Name Type of Number of % of Total Paid-up % of Total Voting Shares Shares Shares1/ Rights I. Tender Offeror Ordinary 63,750,235 68.00 68.00 shares II. Acting in Concert - - - - III. Persons Referred to in Section 258 of I and II - - - - IV.Other conditions that would make person of I to - - - - III receive more shares Total 63,750,235 68.00 68.00

Remark: 1/ The Company had 93,750,000.00 totals issued and paid-up shares at par of Baht 10.00 per share 2/ Details as in Form 247-4 dated May 3, 2018

The Tender Offer is for 29,999,765 ordinary shares of the Business, representing 32.00% of total issued and paid-up shares of the Business and representing 32.00% of total voting rights of the Company with the following details:

Type of Securities Version Number of Percentage of securities to be purchased Tender Total Tender Offer securities to Total paid-up Total voting rights of the Offer value (Baht) be purchased shares of the Company price per (Share/Unit) Comapny1/ unit (Baht)2/ Ordinary shares - 29,999,765 32.00 32.00 41.00 1,229,990,365.00 Preferred shares ------Warrants - - Convertible debentures ------Other securities (if any) ------Total 29,999,765 Total 32.00 Total 1,229,990,365.00

Remark: 1/ The Business has a total of 93,750,000 shares with par value of Baht 10.00 per share 2/ The Offer Price of ROH’s share is 41.00 Baht (Fourty one Baht). In addition, shareholders who accept the Tender Offer, are subject to payment of a brokerage fee of 0.25 percent of the Offer Price plus value added tax (“VAT”) of 7 percent of the brokerage fee. Therefore, the net price to be received by the Offeree will be 40.89 Baht (Forty Baht Eighty Nine Satang) per share.

The Offer Price of the Business’s share is 41.00 Baht (the “Offer Price”) which is the final offer that will not be changed. The Tender Offer Period will last a total of 45 business days from 8 May 2018 to 10 July 2018, during the office hours of the Tender Offer Agents from 9:00 a.m. to 4:00 p.m. which is the final period that will not be extended. The Tender Offeror may reduce the Offer Price or extend the Offer Period in the case of any event or action that occurs during the Offer Period which causes severe damage to the status or assets of the Discover Management Company Limited Page 6/65

Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Business and the Tender Offeror may change the Offer or extend the Offer Period to compete with another Tender Offeror who has submitted a Tender Offer for shares of the Business during the Offer Period. The Tender Offerors may cancel the Tender Offer upon the occurrence of one or more of the following events 1) any event or action occurring after the submission of the Tender Offer to the Office of the Securities and Exchange Commission (the “SEC”) but within the Offer Period which causes or may cause severe damage to the status or the assets of the Business, where such event or action has not result solely from the actions of the Tender Offerors or actions for which the Tender Offerors are responsible or 2) any action conducted by the Business after the submission of the Tender Offer to the SEC but within the Offer Period which causes or may cause a significant decrease in the value of the Business’s shares or 3) any action conducted by the Business as defined in the Notification of the Capital markets Supervisory Board No. TorChor.14/2011 Re:Actions exempt of actions that may affect the result of Tender Offer. The last day that the Offeree is able to revoke its acceptance of the Tender Offer is the 40th business days of the Offer Period which is at 3 July 2018 and The Offeree is able to revoke its acceptance of the Tender Offer at the office of the Tender Offer Agent on any business day between 8 May 2018 and 3 July 2018 inclusive during the hours of 9:00 a.m. to 4:00 p.m. (totaling 40 business days). The Tender Offeror will make payment to the Offeree within 2 business days from the last day of the Offer Period, which is 12 July 2018 or 2 business day after the final day of any extension (if applicable). The Offeree can choose the payment method according to the Tender Offer Acceptance Form with the details of Tender Offer Agent as follow: Name: SCB Securities Company Limited Address: 19 SCB Park Plaza 3 (Plaza East), 21st Floor Ratchadapisek Road, Jatujak, Jatujak, Bangkok 10900 Telephone No: 0-2949-1999

Nonetheless, on 8 May 2018, the Board of Directors’ meeting No.4/2018 passed a resolution to appoint Discover Management Company Limited (“IFA”,”DISCOVER”) to be Independent Financial Advisor for providing opinion to the Company’s minor shareholders on May 3, 2018. For the opinion, DISCOVER considered information from the Tender Offer (Form 247-4) of Royal Orchid Hotel (Thailand) Public Company Limited dated May 3, 2018, its amendments, information received from the Company, publicly available information, auditor’s reports, audited financial statements, an asset appraisal report and interviews with key management persons of the Company. The IFA’s opinion is based on reliance on information and documents received from the Company and otherwise available to IFA. IFA also considered current economic conditions and information prevailing at the time of this study. Any significant change in those factors may impact the Company’s operation and valuation, including the IFA’s opinion and shareholders’ opinions. Besides the Thai language version of the Opinion of the Independent Financial Advisor, the IFA has prepared the English Translation solely for the convenience of the foreign shareholders of Royal Orchid Hotel

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

(Thailand) Public Company Limited. In the event of any inconsistency with the English translation, the Thai language version is the definitive and official document. In considering whether to accept or reject the Tender Offer, shareholders may consider the reasons and comments on various issues in the IFA presented in this report. The decision to accept or reject is depending solely on shareholders and the IFA does not have any interest from this Tender Offer and does not own any shares of ROH. Therefore, after the consideration of factors affecting the Company and its shareholders mentioned above, IFA views that the shareholder should reject the Tender Offer of the Tender Offeror because the Offer Price is inappropriate by using the following six approaches in evaluating the Company’s share price 1) Book Value Approach 2) Adjusted Book Value Approach 3) Market Price Approach 4) Price to Book Value Approach 5) Price-to-Earnings Ratio Approach and 6) Discounted Cash Flow Approach as shown in the summary table below. (Unit: Baht per Share) Share value Higher (Lower) Higher (Lower) than Valuation Approach Offer Price (Baht/Share) than Offer Price Offer Price as % 1) Book Value 10.18 41.00 (30.82) (75.17) 2) Adjusted Book Value 30.72 41.00 (10.28) (25.07) 3) Market Price1/ 36.62 - 36.77 41.00 (4.38) - (4.23) (10.67) - (10.32) 4) Price to Book Value Ratio 23.71 - 31.17 41.00 (17.29) - (9.83) (42.17) - (23.98) 5) Price to Earnings Ratio 92.12 - 125.41 41.00 51.12 - 84.41 124.68 - 205.87 6) Discounted Cash flow2/ 43.32 - 47.03 41.00 2.32 - 6.03 5.65 - 14.71 Remark: 1/ The market price between January 3, 2018 and January 23, 2018 (7-15 working days) before the announcement of GRAND investment in ROH 2/ Share value of the Company based on WACC between (7.63% - 8.13%)

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

3) Market Price is a market mechanism, which determines price by the supply and demand of the company's stocks in a traded market. It can reflect the value of the stocks at that time, the fundamentals of the company and the company's future growth potential of the company as well as the past history of company’s performance. It can be used as a reference price to reflect the actual price of the shares of the company. However, the Company’s shares have been holding by 3 major shareholders, totaling of 97.86% of the total issued and paid-up shares resulted in a very low liquidity. For the past 3 years, the Company has daily trading volume of 0.002% of total paid-up shares of the Company which limited the minor shareholders from trading at desirable volume and price. Therefore, market price in this case cannot reflect the intrinsic value of the shareholders’ equity. 4) Price to Book Value Ratio Approach is taking into account of the company’s financial statement at one point in time by comparing to the set of referral companies. This approach assumes that the Company’s capability and potential are comparable among the group of companies. However, this method does not consider the company’s ability to earn profits and operating results in the future. Furthermore, even if 4 comparable companies (CENTEL, ERW, DTC, and GRAND) are in the same sector with ROH, these companies have higher asset values and revenue compared to ROH. Furthermore, these comparable companies have more than 1 hotel in operation and those hotels were distributed across the country resulted in the large difference in demand and supply management compared to ROH. Thus, the IFA believes this valuation method is not suitable for estimating the fair value of the Company's shares and may not reflect the real value of the equity shares of the Company. 5) Price to Earnings Ratio Approach considers current profits of the company by comparing the average of the price to earnings ratio of the comparable group of companies. This approach is widely used, and it is based on the assumption that the company’s capability and potential are comparable among the group of companies. Although the 4 comparable companies (CENTEL, ERW, DTC and GRAND) are in the same sector with ROH, these companies have higher asset values and revenue compared to ROH. Furthermore, these comparable companies have more than 1 hotel in operation and those hotels were distributed across the country resulted in the large difference in demand and supply management compared to ROH. Thus, the IFA believes this valuation method is not suitable for estimating the fair value of the Company's shares and may not reflect the real value of the equity shares of the Company. 6) Discounted Cash Flow Approach reflects the Company’s ability to generate profits and the future cash flow estimated from the future net cash flow based on the historical performance, ability to operate and generate profit in the future under current economic situation and future operating performance assumptions of the company. Therefore, the IFA views that this approach is appropriate approach in evaluating the Company. This approach shall reflect the real value of the Company. IFA views that the most appropriated method is DCF Approach which has appropriate price range of ordinary shares between Baht 43.32 – 47.03 per share. Therefore, IFA views that the Tender Offer price at Baht 41.00 per share is lower than the appropriate price which is inappropriate.

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

In addition, shareholders should examine the information in the copy of Tender Offer (“Form 247-4”), Opinion of the Company on the Tender Offer (“Form 250-2”) and the Opinion of Independent Financial Advisor on this document, including other attachments as a support information in order to decide whether to accept or reject the Tender Offer which is based solely on the shareholders. The details supporting the Opinion of the Independent Financial Advisor are as follow:

1. The Tender Offeror Information (GRAND) 1.1. General Information

Corporate Name : Grande Asset Hotels and Property Public Company Limited (“GRAND”, “Tender Offeror”) Head Office : Unit 3203-4, 32nd Floor, Exchange Tower, 388 Sukhumvit Road., Klongtoey Sub-district, Klongtoey District Bangkok 10110 Sector : Tourism & Leisure Nature of Business : Hotel and Real Estate Development Website : http://www.grandeasset.com Company Registration No. : 0107546000164 Tel. : 0-2204-9900 Fax. : 0-2204-9996-9

1.2. GRAND Business information in brief

Grande Asset Hotels and Property Public Company Limited is located at unit 3203-4, 32nd Fl., No. 388, Exchange Tower Sukhumvit Road, Klongtoey, Bangkok. GRAND domiciled in Thailand and registered on April 21, 1988 as Sukhumvit Center Company Limited., so as to engage in hotel business. Further, GRAND changed the name to P.S. Development Group of Company Limited, and Grande Asset Hotels and Property Public Company Limited, respectively. On July 7, 2003, GRAND became a public company and was listed on the Stock Exchange of Thailand on February 10, 2004 as engaged in hotel business, and tourism and leisure service and changed the name to Grande Asset Hotels and Property Public Company Limited in 29 February 2008. GRAND has put in place a hybrid business strategy (Hybrid) so as to conduct business in real estate development for short and medium-term revenue recognition, invest in the hotel business which is investing in property to achieve long-term revenue recognition. The purpose of such strategies is to reduce dependence on one business and to add value to business for long term property.

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

1.3. Group Structure

Grande Asset Hotels & Property Plc.

Honor Business Co., Owendelle Co., Ltd. Grande Star Co., Ltd. Grande Equity Ltd. Development Co., Ltd.

Source: 56-1 of GRAND

1.4. Overview of GRAND Business Operation 1.4.1. Real Estate Development Business GRAND is a real estate developer for residential areas, offices and retail space both vertically and horizontally such as The Trendy Condominium, Hua Hin Blue Lagoon Resort, Hyde Sukhumvit and Hyde Sukhumvit 11. GRAND focuses on its investment in prime location of the business areas of Bangkok and tourist attraction outside Bangkok by deciding the type of project on nature and location of the property being acquired such as size of land, location, nature of surrounding community and relevant legal restrictions. The current real estate development projects by Grande Asset Hotels and Property Public Company Limited are as follow:

The Trendy Condominium This mixed-used type of condominium completed in August 2007, offers various facilities, including swimming pool, Jacuzzi, sauna room, fitness studio, laundry room and parking space for 736 cars. Nicely located in Soi Sukhumvit 13, just 70 meters from Sukhumvit Road, The Trendy condominium is divided into three main parts: Trendy Office (32-storey office building with total 29,850 square meter space; no more units left for sales as of December 31, 2017.), Trendy Residence (18-storey residential condominium comprises 530 units totaling 25,375 square meters; sold out as of the date.) and Trendy Plaza (3-storey plaza building for restaurants and retails with total 10,387 square meter space; two units available for sales with immediate transfer of ownership as of December 31, 2017).

Hua Hin Blue Lagoon Resort The resort is divided into two main parts: Blue Lagoon Condominium and Island Villas located adjacent to the Sheraton Hua Hin Resort & Spa. A magnificent swimming lagoon style pool provides the center piece for this stunning resort and the villas allowing customers to discover the heavenly Blue Lagoon experience in a refreshing natural setting. The details of each main parts of the resort are as follow: Blue Lagoon Condominium, eighteen buildings of three-storey luxurious condominium, are situated on 17 Rai of tropical landscape. Each

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited building features 6 units of 148-150 sqm spacious two-bedroom condominium totaling 108 units. The Blue Lagoon Condominium has been completed and only 3 units available for sales with immediate transfer of ownership as of December 31, 2017. Island Villa, located on 20 Rai of beautiful tropical gardens, a two-storey island-style private villa, offers 237 or 267 sqm space for 3 luxurious bedrooms totaling 37 Island Villa accommodations. The highlight is to offer our valued customers true Island getaway experience nearby Hua Hin beach. All villas are currently sold out.

Hyde Sukhumvit This 40-storey high-end residential complex offers one, two and three-bedroom apartment, junior penthouse and penthouse between 32.03 and 487.63 sqm. The total project value of 454 units is Baht 5 billion. Hyde Sukhumvit is located directly on Sukhumvit Soi 13 adjacent to Hyatt Regency Bangkok Sukhumvit which is also our hotel currently under construction. After the completed construction, the ownership transfer to condominium unit buyers has started since December 26, 2013. Up to the end of the fourth quarter of 2017, more than 98 percent of the total units have been transferred. The remaining units are large apartments which are duplex types.

Hyde Sukhumvit 11 Thanks to the great success of Hyde Sukhumvit, GRAND has been inspired to develop a new high- rise condominium. As many of our target customers have been calling for small to medium-sized residential units, a land in Soi Sukhumvit 11 was purchased to launch our new Hyde Sukhumvit 11 to meet customers’ needs of living in conveniently located small to medium-sized condominium. The total project value of Hyde Sukhumvit 11 is Baht 4 billion. It features a 39-storey residential building with fully equipped facilities and a 9- storey parking building for residential and commercial purposes as well as the rooftop recreation space. The unique luxury residential complex holding 476 units offers a variety of condominium types, including studio bedroom, one-bedroom, two-bedroom, three-bedroom, duplex loft, duplex penthouse and villa penthouse. The area ranges from 27 to 178 sqm, plus 2 units designed for commercial purpose. Since the launch of Hyde Sukhumvit 11 in the first quarter of 2015, the project has been pre-sold approximately 60% of the total units. As of December 31, 2017, the project has been completed and there were 372 units available for sales with immediate transfer of ownership. Hyde Sukhumvit 11 has received overwhelming attention from a great number of foreign clients. According to our sales records, the number of units purchased by foreign clients is almost twice as much the number of units purchased by local clients.

1.4.2. Hotel Business GRAND focuses on investing, developing or acquisition of existing hotels. All GRAND’s hotels are managed under hotel management contracts. GRAND has contracts with a few world-known experienced hotel management companies to manage its property. At present, Marriott International is contracted to manage The Westin Grande Sukhumvit and Sheraton Hua Hin Pranburi Villas whereby Hyatt International Corporation is

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited contracted to manage Hyatt Regency Bangkok, Sukhumvit which is now under construction. The details of each hotel are as follow:

The Westin Grande Sukhumvit The hotel is located on Sukhumvit Soi 19 near Asoke BTS station and Sukhumvit MRT station currently managed by Marriott International. The 25-storey leading five-star hotel features 362 rooms with modern facilities and excellent hotel services such as grand ballroom, conference room, banquet hall, business center, Vareena spa and Westin Work Out Fitness Studio equipped with modern fitness facilities for those who enjoy exercise.

Sheraton Hua Hin Pranburi Villas Sheraton Hua Hin Pranburi Villas is a relaxed getaway to immerse in our luxuriously serene escape, nestled within an environment of pure relaxation on a seafront. The 53 private pool villas surrounded by lush tropical gardens and waterways and beautiful beach of Pranburi.

Hyatt Regency Bangkok, Sukhumvit GRAND’s newest hotel, located on Sukhumvit Soi 13 close to Nana BTS station, is currently under construction. It features a total of 273 modern rooms. GRAND has appointed Hyatt International Corporation to manage the hotel once it is ready for service. The hotel is expected to begin operating in mid-2018.

Sheraton Hua Hin Resort & Spa Sheraton Hotel Hua Hin Resort & Spa, a 5-star resort is run under the brand of Sheraton Hotels & Resorts by Marriott International. It locates on the quiet beach of Cha Am; only 200 km away from Bangkok which takes about 2.5 hour-drive. The two-storey building surrounded by a lush garden and greenery altogether 240 rooms including 12 suites in total. However, on 12 October 2017, Honor Business Company Limited; GRAND’s wholly owned subsidiary sold the hotel to Grande Hospitality Real Estate Investment Trust (“GAHREIT”) and lease back to hotel from BBL Asset Management as a trustee for operation. Whereby, Honor Business Company Limited enters into an agreement with Sheraton Overseas Management Corporation (a company under Marriott International, Inc) to manage the hotel. Currently, GRAND holds 10% in GAHREIT.

1.5. Registered capital and paid-up capital As at 9 May 2018 GRAND has total registered capital of 5,000,000,000.00 Baht of 5,000,000,000 registered ordinary shares with par value of Baht 1.00 per share and have total of issued and paid-up capital 3,500,377,230.00 Baht.

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

1.6. Revenue Structure

Consolidated Financial Statement 2015 2016 2017 Baht million % Baht million % Baht million % Revenue from hotel operations 1,052.40 75.93 1,079.22 74.23 1,093.20 37.24 Revenue from sales of real estate 286.51 20.67 320.28 22.03 1,195.64 40.73 Gain on sale of assets to trust - - - - 573.44 19.53 Gain on loss of controlling power in subsidiary - - - - 8.75 0.30 Rental income 22.29 1.61 17.85 1.23 16.16 0.55 Other income1/ 24.87 1.79 36.50 2.51 48.61 1.65 Total 1,386.07 100.00 1,453.85 100.00 2,935.80 100.00 Note: 1/ Other income includes interest income, revenue from spa, revenue from forfeiture of reservation, gain from exchange rate and others

1.7. GRAND Board of Directors The Company’s Board of Directors as at April 30, 2018 was composed of 12 members, as listed below:

Order Name Position 1. Mr, Wichai Thongtang Chairman of the Board 2. Dr. Bhichit Rattakul Director 3. Mr. Chainid Adhyanasakul Director 4. Mr. Suradej Narula Director 5. Mr. Vitavas Vibhagool Director 6. Miss Wilawun Leongnarktongdee Director 7. Mr. Amarin Narula Director 8. Mr. Paisit Kaenchan Director 9. Mr. Chaiwat Utaiwan Independent Director / Chairman of Risk Management Committee 10. Mr. Pornchai Kittipanya-ngam Independent Director / Chairman of Audit Committee Independent Director / Audit Committee / Risk Management 11. Mr. Wattana Suthipinijtham Committee 12. Dr. Thitipong Nandhabiwat Independent Director/ Audit Committee Source: 247-4

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

1.8. Shareholders of GRAND List of top 10 shareholders of GRAND as of 9 May 2018 are as follow:

Order Name Number of Shares (Share) Ownership (%) 1. Metro Premier Holding Company Limited/1 1,182,458,657 33.78 2. Property Perfect Public Company Limited /1 341,599,819 9.76 3. Mr. Surachai Ratithong 230,900,000 6.60 4. Citynet Asia Limited/2 206,850,000 5.91 5. Thai Property Public Company Limited/1 191,100,000 5.46 6. Miss Saranya Chaichutaporn 76,968,206 2.20 7. Mr. Tawee Anantarattana 74,023,800 2.12 8. Mr. Vileart Wongapisampho 65,531,090 1.87 9. Mr. Surakit Ratithong 55,000,000 1.57 10. Mr. Theeratat Poolkasame 43,424,115 1.24 Source: Form 247-4 Remarks: /1 Metro Premier Holding Company Limited, Property Perfect Public Company Limited, and Thai Property Public Company Limited are related listed company. Metro Premier Holding Company Limited is 100% owned by Thai Property Public Company Limited.Thai Property Public Company Limited is 94.60% owned by Property Perfect Public Company Limited. Majorshareholders of Property Perfect Public Company Limited are Adhyanasakul group, Andaman Long Beach Resort Company Limited (100% owned by Resort Holding Company Limited which is 55.00% owned by Mr.Chaiwat Atsawintarangkun and 45.00% owned by Methee Tanmanatragul) and The Viriyah Insurance Public company Limited (40% owned by Viriyah Property Company Limited, which is 71.77% owned by Viriyahphan Group and 19.81% owned by Pongpipat Group and 10% owned by Muang Boran Company Limited, which is 50.70% owned by Viriyahphan Group, 14.89% owned by Pongpipat Group and 14.29% Thongtil Group) with a stake of 13.38%, 10.32% and 6.06% respectively. /2 Citynet Asia Limited became shareholder of GRAND through private placement. City Asia Limited is a British Virgin Islands registered company based in the United Kingdom engage in business investments and is governed by the British Virgin Islands Law. The authorized representative of Citynet Asia Limited is Zeehan Limited and the Ultimate Shareholder of Citynet Asia Limited is Mr. Steven Ong Kay Poon, who is based in Hong Kong. Moreover, the Company and Citynet Asia Limited have no relationship in terms of having the same major shareholders, having directors or executives together, having a relationship in the form of a nominee account. Moreover, the directors and shareholders of the Company do not have Relationship with Citynet Asia Limited as a director, shareholder, executive or controlling person.

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

1.9. Financial position and performance

1.9.1. GRAND Financial statements

Financial position 2015 2016 2017 Lists Baht million % Baht million % Baht million % Assets Current assets Cash and cash equivalent 370.90 6.30% 473.69 6.16% 1,411.52 15.20% Trade and other receivables 53.55 0.91% 43.91 0.57% 83.43 0.90% Receivable from Revenue Department 37.55 0.64% - 0.00% - 0.00% Short-term loan to subsidiary and interest receivable - 0.00% - 0.00% - 0.00% Short-term loan to JV and interest receivable - 0.00% - 0.00% 452.31 4.87% Inventories 7.51 0.13% 6.66 0.09% 6.94 0.07% Prepaid expense for real estate development - 0.00% - 0.00% 30.00 0.32% Cost of real estate development 1,336.39 22.71% 2,017.38 26.24% 2,269.34 24.44% Other current assets 129.81 2.21% 148.27 1.93% 74.24 0.80% Total current assets 1,935.71 32.90% 2,689.90 34.98% 4,327.79 46.61% Non-current assets Pledged and restricted withdrawal bank deposits 9.29 0.16% 8.83 0.11% 7.19 0.08% Deposits in other companies share purchase - 0.00% - 0.00% 144.38 1.55% Investments in subsidiary - 0.00% - 0.00% - 0.00% Investments in JV - 0.00% - 0.00% 475.14 5.12% Securities - 0.00% - 0.00% 175.50 1.89% Advance for acquisition of land - 0.00% 422.00 5.49% - 0.00% Land held for development - 0.00% 86.23 1.12% 117.12 1.26% Deposits for hotel construction 60.07 1.02% 177.32 2.31% 85.29 0.92% Investment properties 37.90 0.64% 31.31 0.41% 24.71 0.27% Property, plant and equipment 3,411.03 57.98% 3,893.81 50.64% 3,487.10 37.56% Computer software 27.18 0.46% 21.48 0.28% 15.11 0.16% Leasehold rights 336.89 5.73% 314.10 4.08% 291.31 3.14% Compensation guarantee 34.00 0.58% 19.00 0.25% - 0.00% Lease guarantee - 0.00% - 0.00% 88.00 0.95% Deferred tax assets 20.32 0.35% 14.89 0.19% 20.72 0.22% Other non-current assets 11.09 0.19% 10.48 0.14% 25.45 0.27% Total non-current assets 3,947.77 67.10% 4,999.45 65.02% 4,957.02 53.39% Total assets 5,883.48 100.00% 7,689.35 100.00% 9,284.80 100.00% Liabilities Current liabilities Short-term loans from financial institutions - 0.00% - 0.00% - 0.00% Trade and other payables 253.60 4.31% 330.10 4.29% 444.27 4.78% Bills of exchange payable 1,148.99 19.53% 932.67 12.13% 249.45 2.69% Short-term loans from related parties and interest payable 172.00 2.92% 40.92 0.53% 149.62 1.61%

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

2015 2016 2017 Lists Baht million % Baht million % Baht million % Short-term loans from unrelated parties - 0.00% - 0.00% - 0.00% Current portion of debentures - 0.00% - 0.00% 449.72 4.84% Current portion of long-term loans from financial institutions 30.88 0.52% 14.80 0.19% 753.78 8.12% Deposits received 279.21 4.75% 462.93 6.02% 393.25 4.24% Income tax payable 0.29 0.00% 12.18 0.16% 60.61 0.65% Other current liabilities 76.15 1.29% 49.40 0.64% 84.65 0.91% Total current liabilities 1,961.12 33.33% 1,843.00 23.97% 2,585.34 27.84% Non-current liabilities Net off with the current portion -Debentures - 0.00% 1,345.88 17.50% 2,493.18 26.85% -Long-term loans from financial institutions 897.77 15.26% 1,479.02 19.23% 468.84 5.05% Unearned lease right 52.50 0.89% 42.24 0.55% 31.41 0.34% Provision for long-term employment benefits 51.58 0.88% 54.36 0.71% 62.79 0.68% Deferred tax liabilities 17.02 0.29% 16.00 0.21% 16.76 0.18% Other non-current liabilities 7.23 0.12% 6.68 0.09% 3.27 0.04% Total non-current liabilities 1,026.10 17.44% 2,944.19 38.29% 3,076.25 33.13% Total liabilities 2,987.22 50.77% 4,787.19 62.26% 5,661.60 60.98% Shareholders’ equity Capital Registered capital 2,889.04 2,889.04 5,000.00 Issued and paid-up capital 2,889.04 49.10% 2,889.04 37.57% 2,889.04 31.12% Retained earnings (losses) Appropriate 28.08 0.48% 34.24 0.45% 44.93 0.48% Unappropriate (20.86) -0.35% (21.12) -0.27% 689.24 7.42% Total shareholders’ equity 2,896.26 49.23% 2,902.16 37.74% 3,623.21 39.02% Total liabilities and shareholders’ equity 5,883.48 100.00% 7,689.35 100.00% 9,284.80 100.00%

Profit and loss statements 2015 2016 2017 Lists Baht million % Baht million % Baht million % Revenue Revenue from hotel operations 1,052.40 78.60% 1,079.22 77.11% 1,093.20 47.76% Revenue from sales of real estate 286.51 21.40% 320.28 22.89% 1,195.64 52.24% Total revenue from sales and services 1,338.91 100.00% 1,399.50 100.00% 2,288.84 100.00% Other income , Gain from asset disposal to GAHREIT - 0.00% - 0.00% 573.44 25.05% Gain from the loss in control of subsidiaries - 0.00% - 0.00% 8.75 0.38% Rental income 22.29 1.66% 17.85 1.28% 16.16 0.71% Interest Income 1.85 0.14% 3.26 0.23% 14.27 0.62% Others 23.02 1.72% 33.23 2.37% 34.34 1.50% Total revenue 1,386.07 103.52% 1,453.85 103.88% 2,935.80 128.27%

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Expenses Cost of hotel operations 390.12 29.14% 388.83 27.78% 392.05 17.13% Cost of sales of real estate 137.72 10.29% 100.82 7.20% 692.66 30.26% Total costs of goods sold 527.85 39.42% 489.65 34.99% 1,084.71 47.39% Gross profit 811.06 60.58% 909.85 65.01% 1,204.13 52.61% Selling expenses 186.32 13.92% 127.20 9.09% 214.32 9.36% Administrative expenses 476.75 35.61% 472.95 33.79% 507.62 22.18% Depreciation and amortization 232.34 17.35% 251.33 17.96% 230.02 10.05% Other expenses Loss from impairment of investments in subsidiary - 0.00% - 0.00% - 0.00% Total expenses 1,423.25 106.30% 1,341.13 95.83% 2,036.67 88.98% Profit (loss) before finance cost and income tax expenses (37.18) -2.78% 112.72 8.05% 899.13 39.28% Finance cost (80.44) -6.01% (79.73) -5.70% (84.10) -3.67% Profit (loss) before income tax expenses (117.62) -8.78% 33.00 2.36% 815.03 35.61% Income tax expenses (2.86) -0.21% (27.10) -1.94% (91.98) -4.02% Net Profit (loss) (120.48) -9.00% 5.90 0.42% 723.05 31.59%

Cash flow statements 2015 2016 2017 Lists (Baht million) (Baht million) (Baht million) Cash flows from (used in) operating activities 283.74 (0.40) 738.98 Cash flows from (used in) investing activities (315.75) (1,284.62) (255.92) Cash flows from (used in) financing activities 164.83 1,387.80 454.77 Net increase (decrease) in cash and cash equivalents 132.83 102.78 937.83 Cash and cash equivalents at the beginning of year 238.08 370.90 473.69 Cash and cash equivalents at the end of year 370.90 473.69 1,411.52

1.9.2. GRAND Financial performance analysis Revenue

Statements of Comprehensive Income (consolidated) 2015 2016 2017 Baht million % Baht million % Baht million % Revenue from hotel operation 1,052.40 75.93 1,079.22 74.23 1,093.20 37.24 Revenue from sales of real estate 286.51 20.67 320.28 22.03 1,195.64 40.73 Gain from asset disposal to GAHREIT - - - - 573.44 19.53 Gain from the loss in control of subsidiaries - - - - 8.75 0.30 Rental income 22.29 1.61 17.85 1.23 16.16 0.55 Other income1/ 24.87 1.79 36.50 2.51 48.61 1.65 Total revenue 1,386.07 100.00 1,453.85 100.00 2,935.80 100.00 Remark: 1/ Other income such as interest income, spa business income, income from forfeiture of down payments, foreign exchange gains and others.

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

In 2015, GRAND’s total consolidated revenue was Baht 1,386.07 million which decreased by Baht 3,541.57 million from 2014, accounting for 72.87% and GRAND’s revenue was Baht 1,013 million which decreased by Baht 3,611 million from 2014, accounting for 78%.

In 2016, GRAND’s total consolidated revenue was Baht 1,453.85 million which increased by Baht 67.79 million from 2015, accounting for 4.89% and GRAND’s revenue was Baht 1,076 million which increased by Baht 63 million from 2015, accounting for 6%.

In 2017, GRAND’s total consolidated revenue was Baht 2,935.80 million which increased by Baht 1,481.95 million from 2016, accounting for 101.93% and GRAND’s revenue was Baht 2,006 million which increased by Baht 931 million from 2016, accounting for 87%.

Revenue from hotel operation

Revenue from hotel operations of GRAND in 2015 was Baht 1,052.40 million or 75.63% of total revenue, increased by Baht 227.80 million or 27.63%yoy which derived of the Westin Grande Sukhumvit at Baht 577 million, increased by Baht 143 million or 33%yoy, and the subsidiary hotel; Sheraton Hua Hin Resort & Spa and Sheraton Hua Hin Pranburi Villas at Baht 475 million, increased by Baht 84 million or 21%yoy. The increased revenue is due to the increase in the number of tourists and businessmen entering the country in 2015 from same period last year resulting in hotel customers, occupancy rates and average room rates improved.

Revenue from hotel operations of GRAND in 2016 was Baht 1,079.22 million or 74.23% of total revenue, increased by Baht 27 million or 3%yoy which derived of the Westin Grande Sukhumvit Hotel at Baht 628 million, increased by Baht 51 million or 9%yoy, and the subsidiary hotel; Sheraton Hua Hin Resort & Spa and Sheraton Hua Hin Pranburi Villa was at Baht 451 million or decreased in the amount of 25 million or 5%yoy. The increased revenue is due to the increase in the number of tourists and businessmen entering the country in 2016 from same period last year resulting in hotel occupancy rates and average room rates improved. However, the hotels of the subsidiaries have lower hotel occupancy rates despite of the increasing number of tourists and businessmen. This is due to the increase of the emerging competitors and the unrest situation in the area where the hotels of the subsidiaries are located.

Even though there are increasing numbers of tourists and business people during 2017, nonetheless, numbers of GRAND’s competitors have also increased which drove down the average occupancy rate of GRAND. However, GRAND’s Revenue from Hotel Business in 2017 was at Baht 1,093.20 million equivalent to 37.24% of total revenue which increased from 2016 at Baht 13.98 million equivalent to 1.30% which derived from hotel of GRAND the Westin Grande Sukhumvit at Baht 647 million increased from 2016 by Baht 19 million equivalent to 3% from the favorable increase in average daily rate whereas hotels from subsidiaries company, Sheraton Hua Hin Resorts and Spa and Sheraton Hua Hin Pranburi Villas, reported the revenue at Baht 447 million equivalent to 41% of the total revenue in which decreased from 2016 at Baht 4 million equivalent to 1%,

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited from both, the decreasing in the average of occupancy rate and the average daily rate on hotels from subsidiaries company estimated to be 2-3% comparing with the previous year of 2016.

Revenue from sales of real estate

GRAND recognized the revenue from real estate business for the year 2015 totaling Baht 286.51 million, or 20.67% of total revenue, decreased by Baht 3,757.17 million or 92.91%yoy because of the falling sales volume and house ownership transfer volume of Hyde Sukhumvit from the large sales volume and house ownership transfer in 2014 since the revenue from real estate business will be recognized when transferring house ownership, or suite room to buyer. The details are as follow:

Number of Transferred Units Value of Transferred Units in Project Name in 2015 (Unit) 2015 (Baht million) Remaining Units (Unit) Hyde Sukhumvit 19 287 15 Hua Hin Blue Lagoon - - 6 Condominium The Trendy Condominium - - 2 Total 19 287 23

GRAND recognized the revenue from real estate business for the year 2016 totaling Baht 320.28 million, or 22.03% of total revenue, increased by Baht 33.78 million or 11.79%yoy where GRAND recognized the aforesaid revenue when transfer of ownership took place to buyers. The details are as follow:

Number of Transferred Value of Transferred Units Project Name Units in 2015 (Unit) in 2015 (Baht million) Remaining Units (Unit) Hyde Sukhumvit 5 320 10 Hua Hin Blue Lagoon - - 6 Condominium The Trendy Condominium - - 2 Total 5 320 18

GRAND recognized the revenue from real estate business for 2017 at Baht 1,195.64 million or 40.73% of the total revenue, increased from 2016 by Baht 875.36 million or 273.31%yoy where GRAND recognized the aforesaid revenue when transfer of ownership took place to buyers. The details are as follow:

Number of Transferred Value of Transferred Units Project Name Units in 2015 (Unit) in 2015 (Baht million) Remaining Units (Unit) Hyde Sukhumvit 11 106 893 372 Hyde Sukhumvit 7 280 3 Hua Hin Blue Lagoon Condominium 3 23 3 The Trendy Condominium - - 2 Total 116 1,196 380

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Gain from asset disposal to GAHREIT

GRAND recognized the income from trust fund during 2017 at Baht 573.44 million or 19.53% of the total revenue which resulted from asset disposal of subsidiary company, Sheraton Hua Hin Resorts and Spa to Trust Fund.

Cost, selling expenses and administrative expenses

In 2015, GRAND’s total consolidated cost and expenses was Baht 1,423.25 million which decreased by Baht 2,538.43 million from 2014, accounting for 64.07% and GRAND’s total cost and expenses was Baht 919.34 million which decreased by 2,568.81 million from 2014, accounting for 73.64%.

In 2016, GRAND’s total consolidated cost and expenses was Baht 1,341.13 million which decreased by Baht 82.12 million from 2015, accounting for 5.77% and GRAND’s total cost and expenses was Baht 841.81 million which decreased by 77.55 million from 2015, accounting for 8.43%.

In 2017, GRAND’s total consolidated cost and expenses was Baht 2,036.67 million which increased by Baht 695.54 million from 2016, accounting for 51.86% and GRAND’s total cost and expenses was Baht 1,622.19 million which increased by 780.38 million from 2016, accounting for 92.70%.

Cost of hotel operations

In 2015, the cost of hotel operations of GRAND increased by Baht 52.55 million or 15.57% with the increase of Baht 31.87 million or 17.50%yoy from separate financial statement of GRAND. The increase is a change in the hotel business revenue as aforementioned.

In 2016, the cost of hotel operations of GRAND decreased by Baht 1.29 million with the increase of Baht 5.49 million or 2.56%yoy from separate financial statement of GRAND. The increase is a change in the hotel business revenue as aforementioned.

In 2017, the cost of hotel operation of GRAND was Baht 392.50 million, increased by Baht 3.22 million or 0.83%yoy, such increases derived from those hotels of subsidiaries company at Baht 4 million equivalent to 2% from Sheraton Hua Hin Pranburi Villas at Baht 3 million and Sheraton Hua Hin Resorts and Spa at Baht 1 million. The increasing in costs are mainly due to staff costs such as salary, wage and other benefits which increased in accordance with numbers of staff. GRAND’s hotel, the Westin Grande Sukhumvit recognized more of its income while its costs was decreased by Baht 1 million due to increasing in average daily rate on hotel and efficiency in cost management.

Cost of sales for real estate In 2015, Cost of sales of real estate of GRAND decreased from Baht 2,465.21 million from 2014, as the decreasing in salable and transfer volume of condominium units of the Hyde Sukhumvit project as in aforementioned. Discover Management Company Limited Page 21/65

Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

In 2016, Cost of sales of real estate of GRAND decreased from Baht 36.90 million from 2015, as the decreasing in salable and transfer areas of condominium units of the Hyde Sukhumvit project.

In 2017, Cost of sales of real estate of GRAND increased from Baht 591.83 million from 2016 in accordance with more units transferred from Hyde Sukhumvit 11 and Hua Hin Blue Lagoon.

Selling expense

In 2015, the selling expense of GRAND was at Baht 186 million decreased by Baht 148.29 million or 44.32% from 2014 which mainly due to the decrease in the expenses relating the transfer of ownership and the decrease advertising and promotion expenses of Hyde Sukhumvit. Nonetheless, GRAND launched the Hyde Sukhumvit 11; new condominium projects in March 2015 resulting in increase of commission charge, advertising and sale and marketing,

In 2016, the selling expense of GRAND was at Baht 127.20 million decreased by Baht 59.12 million or 31.73% from 2015, due to the launch of the Hyde Sukhumvit 11; new condominium projects resulting in increase of commission charge, advertising, design, and sale and marketing.

In 2017, the Selling Expense of GRAND was at Baht 214.32 million increased by Baht 87.12 million or 68.49% from 2016 which mainly due to the increase in the transfer support, advertising and promotion expenses, including road show of Hyde Sukhumvit 13 and Hyde Sukhumvit 11. Furthermore, there are other expenses which increased in accordance with the revenue recognized from the units transferred, such as specific business tax, ownership transfer fee and brokerage fee.

Administrative expenses

In 2015, GRAND changed the accounting standard on rent payment to be straight line. Nonetheless, the administrative expenses of GRAND was at Baht 476.75 million decreased by Baht 5.39 million or 1.12% from the previous year which is due to Hyde Sukhumvit: new condominium projects resulting in increase of administrative expenses, increase of reserve for penalties, increase of reserve tax and penalties from the sale of the Crowne Plaza Sukhumvit and increase of expenses on the renovation and opening of subsidiary company: Sheraton Hua Hin villa.

In 2016, even with the increase from management cost and expenses, including property tax, GRAND's administrative expenses was at Baht 472.95 million, decreased by Baht 3.80 million or 0.80% from the previous year which is due to the changed in accounting standard on rental payment to be straight line in 2015.

In 2017, the administrative expense of GRAND was at Baht 507.62 million increased by Baht 34.67 million or 7.33% from the previous year which is mainly due to the increase of GRAND’s expenses at Baht 18 million such as staff cost which increased as per the rise of staff members and write-off of deposit seizure in

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited the past. Additionally, such expenses under subsidiaries increased by Baht 17 million which mainly due from hotel rental project from the Trust Fund which commenced in October 2017 onward.

Finance cost

Although in 2015, GRAND has an increase of loans from the previous year. GRAND’s finance cost continued to decrease by Baht 89.11 million or 52.56% compared to 2014 due to most of the interest was from loan for the construction of condominiums and hotels. It was included as part of the project cost.

Although in 2016, GRAND has an increase of loans from the previous year. GRAND’s finance cost continued to decrease by Baht 0.71 million compared to 2015 due to most of the interest was from loan for the construction of condominiums and hotels. It was included as part of the project cost.

In 2017, the finance cost of GRAND was at Baht 84.10 million increased from 2016 by Baht 4.37 million or 5.48% from the previous year since GRAND repaid and closed the loan from property development prior to the due date, which created bank fee which was being reserved as advance payment at Baht 8.90 million in the past then had been adjusted as finance cost in 2017 for the whole amount. Furthermore, such finance cost which increased, incurred from the interest payment from one of property from Joint Venture.

Profit and loss

In 2015, GRAND reported consolidated loss of Baht 120.48 million decreased by Baht 722.49 million from the previous year of 2014. The significant change in operating results from the previous year was due to the decrease in gross profit from real estate business. As a result of the transfer of condominium units of Hyde Sukhumvit, the decrease in gross profit due to the lower volume than expected from the large volume of transfer in 2014.

In 2016, GRAND reported consolidated profit of Baht 126.37 million increased by Baht 5.90 million from the previous year of 2015. The significant change in operating results from the previous year was due to the increase in gross profit from real estate business. As a result of the transfer of condominium units of the Hyde Sukhumvit, the increase in gross profit from the hotel business due to the hotel occupancy rate and the decrease in sale expenses of the real estate business.

In 2017, GRAND reported consolidated profit of Baht 723.05 million increased by Baht 717.16 million from the previous year of 2016. The significant factors which impacted the performance by the increasing in the gross profit on real estate business was transfer of ownership on the Project Hyde Sukhumvit 11 and such increasing the gross profit on hotels business derived averagely from the increasing in the average daily rate comparing with the previous year of 2016. Furthermore, the profit was gained from asset disposal of subsidiary company, Sheraton Hua Hin Resorts and Spa to Trust Fund.

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

1.9.3. Financial status analysis

Assets As of 31 December 2015, GRAND’s total assets were Baht 5,883.48 million, increased by Baht 354.94 million compared to the end of 2014 due to the development of real estate development projects and the construction of a new hotel, meeting rooms, restaurants and swimming pools of subsidiary company. This affected property, plant and equipment to be increased. Further, asset structure as of December 31, 2015 are listed by asset value as follow: Property, plant and equipment of Baht 3,411.03 million or 57.98%, Real estate development cost of Baht 1,336.39 million or 22.71%, Cash and cash equivalents of Baht 370.90 million or 6.30%, leasehold rights of Baht 336.89 million or 5.73%. As of 31 December 2016, GRAND's total assets were Baht 7,689.35 million, increased by Baht 1,805.87 million compared to the end of 2015 due to the development of real estate development projects. Advance for acquisition of land for future projects and the construction of a new hotel. This affected the deposits and property, plant and equipment increased. Further, Assets structure as of December 31, 2016 are listed by asset value as follow: Property, plant and equipment of Baht 3,894.81 million or 50.64%, Real estate development cost of Baht 2,017.38 million or 26.24%, Cash and cash equivalents of Baht 473.69 million or 6.16%, advance for acquisition of land of Baht 422.00 million or 5.49% and leasehold rights of Baht 314.10 million or 4.08%. As of 31 December 2017, GRAND’s total assets at Baht 9,284.80 million, increased by Baht 1,595.45 million compared to the end of 2016. Such increasing mainly due to the development of real estate project, the investment in joint venture which resulted in the increasing of short-term loan to subsidiary and interest receivable from the joint venture. Furthermore, there are investment in Trust Fund, deposit in regard to share acquisition in some company and new hotel project which is now, under the construction process. However, the assets in subsidiary company have decreased due to the asset disposal of Sheraton Hua Hin Resorts and Spa to Trust Fund. The asset structure as at 31 December 2017, sorting by value are; Property, plant and equipment at Baht 3,487.10 million equivalent to 37.56%, Cost of real estate development at Baht 2,269.34 million equivalent to 24.44% and Cash and cash equivalent at Baht 1,411.52 million equivalent to 15.20%, Investment in Joint Venture at Baht 475.14 million equivalent to 5.12%, Short-term loan to subsidiary and Interest receivable from the joint venture at Baht 452.31 million equivalent to 4.87%, leasehold right at Baht 291.31 million equivalent to 3.14%, and Deposit on share acquisition in some company at Baht 144.38 million equivalent to 1.55% of the total assets. Property, plant and equipment Property, plant and equipment of GRAND as of the end of 2015 was Baht 3,411.30 million, increased by Bath 111.80 million compared to the end of 2014 or 57.98% of total assets. This is because of significant change in the construction of new hotels, the meeting rooms, restaurants, swimming pools of subsidiary company.

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Property, plant and equipment of GRAND as of the end of 2016 was Baht 3,894.81 million, increased by Baht 482.78 million compared to the end of 2015 or 50.64% of total assets. This is because of significant change in the construction of two new hotels, the renovation of existing hotels which will be able to maintain standards and service to the hotel's customers. Property, plant and equipment of GRAND as of the end of 2017 was at Baht 3,487.10 million, decreased by Baht 406.71 million compared to the end of 2016 or 37.56% of the total assets where such major changes occurred from the shrinking of the subsidiary company at Baht 1,107 million resulted from the asset disposal of Sheraton Hua Hin Resorts and Spa to Trust Fund while the increasing part of Baht 700 million derived from the existing in work-in-progress on Hyatt Regency Bangkok Hotel at Baht 705 million and planning phase Rayong Project which increased the cost of land. The details of Property, plant and equipment used in the business are shown at property, plant and equipment section.

Cash and cash equivalent Cash and cash equivalents of GRAND as at the end of 2015 were Baht 370.90 million, increased by Baht 132.83 million comparing to the end of 2014 or 6.30% of total assets. Cash and cash equivalents of GRAND as at the end of 2016 were Baht 473.69 million, increased by Baht 102.78 million comparing to the end of 2015 or 6.16% of total assets. Cash and cash Equivalent of GRAND at the end of 2017 was at Baht 1,411.52 million, increased by Baht 937.81 million from the end of 2016, equivalent to 15.20% of the total assets. The details of Cash and cash equivalent are shown at Cash Flows of GRAND and its subsidiaries item.

Leasehold Right GRAND's leasehold rights at the end of 2015 were Baht 336.89 million, decreased by Baht 21.40 million from the end of 2014, equivalent to 5.73% of the total assets. This is due to the amortization of leasehold rights from the investment in Owendelle Co., Ltd. as the term of the lease agreement. GRAND's leasehold rights at the end of 2016 were Baht 314.10 million, decreased by Baht 22.79 million from the end of 2015, equivalent to 4.08% of the total assets. This is due to the amortization of leasehold rights from the investment in Owendelle Co., Ltd. as the term of the lease agreement. GRAND’s leasehold rights at the end of 2017 were at Baht 291.31 million, decreased by Baht 22.79 million from the end of 2016, equivalent to 3.14% of the total assets. This is due to the amortization of leasehold right from the investment in Owendelle Co., Ltd. As the term of the lease agreement. The details of leasehold right used in the business are shown at leasehold right.

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Liabilities GRAND’s total liabilities as at 31 December 2015 were Baht 2,987.22 million, increased by Baht 490.91 million comparing to the end of 2014, mainly due to an increase in bill of exchange payable and deposit received from the sales of project units. GRAND's total liabilities as at 31 December 2016 were Baht 4,787.19 million, increased by Baht 1,799.98 million comparing to the end of 2015, mainly due to an increase in issuance of debentures of Baht 1,345.88 million, long-term loans from financial institutions increased by Baht 565.17 million and deposits from condominium units increased by Baht 183.71 million. GRAND’s Total Liabilities as at 31 December 2017 was at Baht 5,661.60 million, increased by Baht 874.40 million from the previous year of 2016, mainly due to new issuance of debenture at Baht 1,597.02 million however, the bill of exchange payable was decreased by Baht 683.23 million. The main structure of liability as at 31 December 2015, 2016 and 2017 is shown in table below:

Statements of Financial Position (consolidated) 31 Unit: Baht million 31 December 31 December % % December % 2015 2016 2017 Trade and other payables 253.60 8.49 330.10 6.90 444.27 7.85 Bills of exchange payable 1,148.99 38.46 932.67 19.48 249.45 4.41 Short-term loans from related parties and interest payable 172.00 5.76 40.92 0.85 149.62 2.64 Deposits received 279.21 9.35 462.93 9.67 393.25 6.94 Income tax payable 0.29 0.01 12.18 0.25 60.60 1.07 Other current liabilities 76.15 2.55 49.40 1.03 84.65 1.50 Debenture - - 1,345.88 28.12 2,942.90 51.98 Long-term loans from financial institutions 928.65 31.09 1,493.82 31.21 1,222.63 21.59 Unearned lease right 52.50 1.76 42.24 0.88 31.41 0.55 Provision for long-term employment benefits 51.58 1.73 54.36 1.14 62.79 1.11 Deferred tax liabilities 17.01 0.57 16.00 0.33 16.76 0.30 Other non-current liabilities 7.24 0.24 6.69 0.14 3.27 0.06 Total liabilities 2,987.22 100.00 4,787.19 100.00 5,661.60 100.00

Debenture Debenture details as follow: Statements of Financial Position (consolidated) Unit: Baht million 31 December 2015 31 December 2016 31 December 2017 Debenture - 1,345.88 2,942.90

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Deduct: current portion of debenture - - (449.72) Debenture (net) - 1,345.88 2,493.18 As of December 31, 2016, GRAND has debentures in amount of Baht 1,345.88 million or 28.12% of total liabilities. The debentures were unsecured and have maturity date from March 2018 to May 2019 with a fixed coupon at 5.2% to 5.7% per annum. As of December 31, 2017, GRAND has debenture in amount of Baht 2,942.90 million or 51.98% of the total liabilities, which comprised with the current portion of debenture at Baht 449.72 million and the net current portion of debenture at Baht 2,493.18 million. The significant changes occurred upon issuance of debenture during the year at Baht 1,600.60 million as unsecured debenture and has maturity date from January 2018 to June 2020 with a fixed coupon at 5.2% to 6.25% p.a.

Long-term loans from financial institution Long-term loans from financial institution details as follow: Statements of Financial Position (consolidated) Unit: Baht million 31 December 2015 31 December 2016 31 December 207 Long-term loans from financial institutions 928.65 1,493.82 1,222.63 Deduct: current portion of long-term loans from financial institutions (30.88) (14.80) (753.78) Long-term loans from financial institutions (net) 897.77 1,479.02 468.85

GRAND has a long-term loan from a financial institution at the end of 2015 in amount of Baht 928.65 million or 31.09% of total liabilities. Long-term loans are classified as current portion in the amount of Baht 30.88 million, and net of current portion in the amount of Baht of 897.77 million, the significant changes were from loan from local financial institution for future project investment, construction of current real estate projects and the turnover in the company in amount of Baht 343 million. Whereas, GRAND repaid a loan from a local bank in amount of Baht 438 million in accordance with the terms of the agreement. GRAND has a long-term loan from a financial institution at the end of 2016 in amount of Baht 1,493.82 million or 31.21% of total liabilities. Long-term loans are classified as current portion in the amount of Baht 14.80 million, and net of current portion in the amount of Baht 1,479.02 million. The significant changes were from loan from local financial institution for future project investment, construction of current real estate projects and the turnover in the company in amount of Baht 648 million. Whereas, GRAND repaid a loan from a local bank in amount of Baht 83 million in accordance with the terms of the agreement. GRAN has a long-term loan from financial institutions at the end of 2017 in amount of Baht 1,222.63 million or 21.59% of the total liabilities, which comprised with the current portion of long-term loan at Baht 753.78 million and the net current portion of long-term loan at Baht 468.85 million. The significant changes occurred upon the additional loans from two (2) local financial institutions for the future investments, the project on hand which

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited under the construction and to support the capital at Baht 2,072 million while GRAND repaid both institutions at Baht 2,355 million in accordance with the term under loan agreement.

Shareholders’ equity The current shareholders’ equity is shown in table below: Statements of Financial Position 31 December 2015 31 December 2016 31 December 2017 (consolidate) (Unit: Baht million) Issued and paid-up capital 2,889.04 2,889.04 2,889.04 Retain earnings - appropriate 28.08 34.24 44.93 Retain earnings - unappropriate (20.86) (21.12) 689.24 Total shareholders’ equity 2,896.26 2,902.16 3,623.21

As of December 31, 2015, GRAND's shareholders' equity was Baht 2,896.26 million, decreased by Baht 135.96 million or 4.48% compared to the shareholders’ equity at the end of 2015. This is due to loss of GRAND and dividend payment both share dividend and cash dividend in 2015. As of December 31, 2016, GRAND's shareholders' equity was Baht 2,902.16 million, increased by Baht 6 million or 0.20% compared to the shareholders’ equity at the end of 2015. This is due to increase of earnings of GRAND in 2016. As of December 31, 2017, GRAND’s shareholders’ equity was Baht 3,623.21 million, increased by Baht 721.05 million or 24.80% compared to the shareholders’ equity at the end of 2016 since there was an increase in the net profit of the Group’s performance.

1.9.4. Cash flows analysis

Cash Flow Statements (Unit: Baht million) 2015 2016 2017 Cash flows from (used in) operating activities 283.74 (0.39) 738.98 Cash flows from (used in) investing activities (315.75) (1,284.62) (255.92) Cash flows from (used in) financing activities 164.83 1,387.80 454.77 Net increase (decrease) in cash and cash equivalents 132.82 102.79 937.83

Cash flows from operating activities

During the year 2015, the major sources of cash from operating activities received from GRAND’s operation which mostly derived from the hotels and real estate businesses such as down payment, deposit received and transfer fee when transfer of ownership was completed from buyers at Baht 458 million. Furthermore, the use of cash in operating activities are debt repayment on real estate construction in the amount of Baht 440 million, deposit payment on real estate and hotel construction in the amount of Baht 167 million and tax payment in the amount of Baht 28.11 million.

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

During the year 2016, the major sources of cash from operating activities received from GRAND’s operation which mostly derived from the hotels and real estate businesses such as down payment, deposit received and transfer fee when transfer of ownership was completed from buyers at Baht 510 million. Furthermore, the use of cash in operating activities are debt repayment on real estate construction in the amount of Baht 546 million and tax payment in the amount of Baht 11.81 million. During the year 2017, the major sources of cash from operating activities received from GRAND’s operation which mostly derived from the hotels and real estate businesses such as down payment, deposit received and transfer fee when transfer of ownership was completed from buyers at Baht 1,127 million. Furthermore, the use of cash in operating activities are debt repayment on land and real estate construction in the amount of Baht 344 million and tax payment in the amount of Baht 49.89 million.

Cash flows from investing activities

During the year 2015, the major sources of cash from investing activities received from a decrease in pledged and restricted withdrawal bank deposits at Baht 31.04 million. Furthermore, the use of cash in investing activities are the acquisition of equipment and hotel construction and renovation at Baht 294.62 million, During the year 2016, the use of cash in investing activities are increase in land held for development at Baht 86.23 million, increase in advance acquisition of land at Baht 422.00 million, increase in deposit for hotel construction at Baht 117.26 million and the acquisition of equipment and hotel construction and renovation at Baht 665 million, During the year 2017, the major sources of cash from investing activities received from the disposal of asset to trust fund at Baht 1,637.35 million. Furthermore, the use of cash in investing activities are investment in joint venture at Baht 480.00 million, investment in available-for-sale securities at Baht 175.50 million, deposits for acquisition of shares in other company at Baht 144.38 million, the acquisition of equipment and hotel construction and renovation at Baht 608.22 million and deposit for hotel construction at Baht 38.81 million.

Cash flows from financing activities

During the year 2015, the major sources of cash from financing activities received from an issuance of bills of exchange and loans from financial institutions at Baht 1,654.19 million. Furthermore, the use of cash in financing activities are the loan repayment to financial institutions at Baht 1,353.53 million, interest payment at Baht 114.96 million and dividend payment in cash at Baht 15.30 million. During the year 2016, the major sources of cash from financing activities received from an issuance of bills of exchange at Baht 1,770.72 million, an issuance of debenture at Baht 1,343.80 million and loans from financial institutions at Baht 645.00 million. Furthermore, the use of cash in financing activities are the bills of exchange repayment at Baht 2,030.00 million, short-term loans repayment to related parties at Bath 117.80 million, loan repayment to financial institutions at Baht 83.35 million and interest payment at Baht 134.94 million. Discover Management Company Limited Page 29/65

Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

During the year 2017, the major sources of cash from financing activities received from an issuance of bills of exchange at Bath 788.80 million, short-term loans from related parties at Bath 100.00 million, an issuance of debenture at Baht 1,593.53 million and loans from financial institutions at Baht 2,072.45 million. Furthermore, the use of cash in financing activities are the bills of exchange repayment at Baht 1,488.00 million, the loan repayment to financial institutions at Baht 2,355.40 million, and interest payment at Baht 252.54 million.

1.10. Related parties and connected transactions As at 31 December 2017 GRAND has some obligation as followed - Obligation regarding the investment on the land and property value at 636 million Baht. This obligation is for the company investment for property development in the future, including land held for development, hotel construction and acquisition of equipment. - Long term obligation contract

Type Counterparty Rate Start Ending Hotel management GRAND and one A)1/ 2004 2019 contract oversea company Hotel management GRAND and one A) 1/ Expected to start 20 years from the contract oversea company in 2018 beginning of the hotel operation Hotel management GRAND and one A) 1/ 2013 2032 contract oversea company Hotel management GRAND and one A) 1/ 2013 2032 contract oversea company Remark :1/Percentage of revenue and revenue after deduct operation expense from hotel business

In addition, GRAND has obligation contract for building maintenance, advisory and other service. As of 31 December 2017, these obligation value at 26 million Baht

- Obligation contract on land rental for business operation. GRAND had rent a land for development to hotel and shopping complex which lasted for 30 years started in 1992 and can be extended for another 20 years which has to value as at 31 December 2017 of 23.58 million baht under the following conditions. GRAND had rent an office for 3 years period started in March 2017 which has to value as at 31 December 2017 of of 9.92 million baht. GRAND had car rental agreement started in 2014 which has to value as at 31 December 2017 of 0.90 million Baht. A subsidiary company had rent a land building and equipment for 27 years period started in 2005 which has to value as at 31 December 2017 of 67 million baht where the owner will not extend the rent period after the expiration date. A subsidiary company had rent a land building and equipment for hotel operation under the name “Sheraton Hua Hin Resort and Spa” which has to value as

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

at 31 December 2017 of 1,924 million baht for 3 years period which can be extended for 4 times of 3 years period that started in October 2017. As of 31 December 2017, the group of GRAND had an obligation on minimum payment for these contract value at 2,025 million Baht which belong to GRAND only at 34 million Baht. - Obligation on guarantee on the revenue contract to a related company value at 88 million Baht. - Obligation as a guarantee issued by a financial institution under GRAND and its subsidiary name value at 7 million Baht which belong to GRAND amount at 4 million Baht. This is normal business for GRAND and it subsidiary.

1.11. Information relating to criminal records - None –

1.12. Material Pending Litigation or Claims As at December 31, 2017, GRAND and its subsidiaries have no legal disputes which may have a significant impact on the business operations of GRAND or its subsidiaries. In addition, there is no legal dispute caused by normal operation of GRAND. However, the subsidiary has one lawsuit filed for damages for a total of Baht 47 million. On 18 December 2014, the Court of First Instance issued a judgment dismissing the plaintiff. Subsequently, on May 26, 2015, the plaintiff appealed the judgment of the Court of First Instance. Subsequently, on July 21, 2015, the subsidiary appealed the appeal to the Court of Appeal. On April 5, 2016, the Pattaya Court read the judgment of the Court of Appeal. The result is that the Court of Appeal has a verdict standing by the verdict of the Court of First Instance. To dismiss the plaintiff and to pay the bills are folded. Subsequently, on July 29, 2016, the plaintiff filed a petition against the verdict of the Court of Appeal on October 3, 2016. The subsidiary filed a petition to the Supreme Court. Subsequently, on December 12, 2017, the Pattaya Court read the Supreme Court's judgment. The result is that the Supreme Court has a verdict of the Court of Appeal. And the bill of lading is supreme. The case is closed. This case is disclosed in the notes to the consolidated financial statements. For ended December 31, 2017, in Article 35.5

1.13. Source of Funds for the Tender Offer According to Form 247-4, source of funds of the Tender Offeror for the Tender Offer of all remaining shares of ROH at the Offer Price of Bath 41.00 per share is equal to 1,229,990,365 Baht (One Thousand Two Hundred Twenty Nine Million Nine Hundred Ninety Thousand Three Hundred Sixty Five Baht) which comes from the working capital and the allotment and offering capital increase ordinary shares to existing shareholders (according to the resolution of the Annual General Meeting of Shareholders of GRAND for 2017, held on 24 April 2017 which had resolved to approved for the allotment to the existing shareholders of GRAND) in the amount of 611.34 million Baht and the credit facility of 500 million Baht from Siam Commercial Bank Public Company Limited (“SCB”). On 21 March 2018, SCB issued a confirmation letter stating that SCB is pleased to support credit facility to the Offeror for Tender Offer of GRAND.

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

IFA has considered the reviewed financial statement in the ending year at 31 March 2018 and discovered that cash and cash equivalent of the Tender Offeror is 980.36 million Baht which may not be sufficient for the Tender Offer with the following details: Million Baht Cash and cash equivalent as of 31 March 2018 980.36 SCB credit facility 500.00 Captial increase as of 27 April 2018 611.34 Cash and cash equivalent as of 24 May 20181/(1) 2,091.70 Cash to pay THAI on 23 April 20182/ 912.50 Cash to pay STARWOOD on 25 April 20183/ 1,299.38 Cash for Tender Offer 1,229.99 Cash for acquiring ROH Shares (2) 3,441.87 Difference (1) – (2) (1,350.17) Source: 247-4 Notes: 1/ Calculated by IFA and may not be the same as GRAND audited financial statement 2/ 22.5 million shares at 41 Baht/share equal 922.50 million baht subtract 10.00 million Baht deposit 3/ 41.25 million shares at 35 Baht/share equal 1,443.76 million baht subtract 144.38 million Baht deposit

Accroding to the analysis of IFA which discovered that after 31 March 2018, GRAND have related expenses to this Transaction which amount of 3,441.87 million Baht, compared with cash and cash equivalent, SCB credit facility and received cash from capital increase which total of 2,091.70 million Baht after deduction of casd payment. As a result, GRAND may have negative cash approximately (1,350.17) millon Baht. Even though, the Tender offeror has the confirmation letter from SCB to confirm that SCB will provide financial support not more than Baht 500 million to the Tender Offeror, IFA’s opinion that there is a reason to believe that the Tender Offeror may not have insufficient fund for this Tender Offer of all remaining shares of the Company.

2. Independent Financial Advisor’s Opinion on the Offer Price of ROH’s securities For valuation of Ordinary Shares of the Company, the IFA considered information received from the Company, interviews with key management persons of the Company, audited financial statements, an asset appraisal report (intended for the purpose of public’s interest) by the Independent Appraiser certified by SEC, and other publicly available information. The IFA’s opinion is based on reliance on information and documents received from the Company and otherwise available to IFA. IFA also considered current economic conditions prevailing at the time of this study. Any significant change in those factors may impact the Company’s operation and valuation. In order to determine the fairness of the transaction price, the IFA has evaluated the Company’s share price valuation by using the following six approaches. 1. Book Value Approach 2. Adjusted Book Value Approach 3. Market Price Approach Discover Management Company Limited Page 32/65

Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

4. Price to Book Value Ratio or P/BV Ratio Approach 5. Price-to-Earnings Ratio Approach 6. Discounted Cash Flow Approach

2.1. Book Value Approach This valuation approach will apply the book value of net assets (total assets minus total liabilities) or the shareholders’ equities divided by the total number of shares. The result is the book value per share. The Company’s share valuation is based on the reviewed financial statement as of March 31, 2018 as follow:

No. Details Value (Baht million) 1 Paid-up Capital 937.50 2 Retained earnings (losses) 16.94 3 Equity attributable to owners of the Company (3)=(1)+(2) 954.44 4 Number of shares issued and fully paid-up (million shares) 1/ 93,750,000 5 Book value per share (Baht) 10.18 Remark: 1/ Par value Bath 10.00 per share

Book Value Approach only reflects financial position of the Company as of March 31, 2018. It does not consider the current market value of the asset and Company’s ability to earn profit in the future and the competitiveness of the business. According to the Book Value Approach (paid-up capital), the Company’s share value is Baht 10.18 per share which is Baht (30.82) or (75.17%) lower than the Offer Price of Baht 41.00 per share.

2.2. Adjusted Book Value Approach By this approach, the share value is derived from the total assets, reduced by total liabilities including commitments and contingent liabilities as shown in the financial statements as of March 31, 2018, and adjusted by the items occurred after the end of accounting period or the items that may reflect the actual value of the company such as asset revaluation or impairment, reversal of allowance for doubtful account or bad debt, business licenses, goodwill, patent, brand value, losses carried forward, etc., to reflect prevailing market value of net assets and then divided by total number of paid-up shares of the Company to arrive at per share value. In deriving the value of the Company’s shares, the IFA used Book value of the Company as shown in the most recent financial statement as of March 31, 2018 reviewed by the certified auditor and adjusted by the increase and decrease in the revaluation of fixed assets, according to the Independent Appraisal report, dated April 20, 2018 by Ktac Appraisal and Service Company Limited (“KTAC”), an appraisal firm accredited by The Valuers Association of Thailand (“VAT”) and approved by the SEC for public purpose. Since the assets from ROH are land and building used in hotel operation comprising of 726 rooms on 5-1-65 Rai land, the Independent Appraiser appraised the assets with 2 methods 1) Cost Approach with ending

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

value at Baht 2,221.20 million and 2) Income Approach with ending value at Baht 2,581.50 million. The Independent Appraiser selected Cost Approach as its main method and Income Approach as a supporting and reviewing method. Nonetheless, shareholders can examine the valuation method of the Independent Appraiser from Attachment 1 Valuation report on land includes building of Royal Orchid Hotel (Thailand) Public Company Limited. IFA has review all appraisal reports, methodologies and assumptions. IFA believes that the valuation methodologies of the Independent Appraiser are align with the valuation principles and the selection of the Independent Appraiser was approved by the Board of Directors therefore the IFA has adjusted book value of the Company based on appraisal report from the Independent Appraiser by adjusting book value with value from the Independent Appraiser using the market value of land (Market Approach) and appraised values of buildings, machines and equipment from the current replacement cost and deducted the depreciation. The detail appraisal value comparing to the book value as of March 31, 2016 is shown below.

I. Land The Company has 5 plots of land with details as follow: No. Land Title Deed No. Total Land Areas Land Owner Mortgaged 1 2722 0-0-39 2 2747 0-3-22 Thai Royal Orchid Real Estate 3 4345 1-0-96 Limited None 4 5488 2-1-49 (Subsidiary of the Company) 5 7401 0-3-59 Total 5-1-65

The Company has 5 plots of land with total areas of 5-1-65 Rai located on Soi 30 Charoen Krung Road (Captain Bush Lane), Charoen Krung Road, Bang Rak, Bangkok. The owner of the land is TRO (ROH is holding TRO 99.99% of total registered capital). The Independent Appraiser believes that all 5 plots of land are in the best use of its potential which is for residential commercial type hotel building, 28-storey hotel so that the market approach is appropriate and is the only approach for the land valuation because other approaches may not reflect the real value of the assets.

II. Building and Building Improvement The details on building and building improvement are as follow:

Building : A 28-Storey Hotel Tower with basement Total Usable areas 67,253.51 M² Allocation areas in basement Basement composed of Parking, Hotel Office, Laundry room, Flower Shop and Controller room

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

G Floor composed of Lobby, Thailand Tonight's Shop, Rim Nam Cafe, Suralai Bar, River Night Market and Hotel Office 1st Floor composed of Business Services Center, Giorgio's Shop, Thara Thong's Shop, Swimming pool and Fitness Room 2nd Floor composed of Conference Room, Seminar- Ballroom 3rd Floor composed of Staff room, Meeting room, Locker room and Training room4th – 28th composed of 726 spacious bed rooms Architecture Modern Age of building 35 years Maintenance Good Condition of building Medium - New source: Appraisal report from KTAC

The appraised asset is a 28-Storey Hotel Tower with basement located on the Company’s land valued by replacement cost deduct depreciation cost according to the building construction price standard 2017 from the Valuers Association of Thailand. Further, the Independent Appraiser believes the building is in the best use of its potential which is for residential commercial type hotel building, 28-storey hotel so that the cost approach is appropriate to reflect the real value of the assets.

III. Equipment and component parts Equipment and component parts are 15 sets of elevators and equipment. The Independent Appraiser appraised only the significant equipment with Market Approach and Cost Approach (replacement cost deduct depreciation cost) and selected the Cost Approach as the most appropriate method. The result of the appraisal is concluded below:

Book value as of 31 March Appraisal Value (Baht Increase (Decrease) (Baht List of Assets (Baht million) million) million) 5 plots of land, 5-1-65 Rai 54.80 1,234.05 1,179.25 A 28-Storey Hotel Tower with basement 228.01 970.56 742.55 Equipment and component parts, 15 sets of 12.60 16.60 4.00 elevators and equipment Other assets1/ 235.88 - Total 531.29 2,221.21 1,925.80 Source: Independent appraisal report and reviewed financial statement as of 31 March 2018 Remark: 1/ Other assets, such as refurbishment and equipment, vehicles, Linen, Glass and Silver, Kitchen tools and Uniform

Therefore, adjusted book value of the Company is shown below:

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

No Details Value (Baht million) 1 Shareholder Equities 954.44 2 Add- Premium (Discount) from appraisal report 1,925.80 3 Shareholder equities after adjustment 2,880.24 4 Number of Shares (Million Shares)1/ 93,750,000 5 Adjusted Book Value (Baht / Share) 30.72 Remark: 1/ Par value is Baht 10.00 per share

According to Adjusted Book Value Approach on the Company’s financial statement as of March 31, 2018 adjusted by appraisal value, this method does not reflect the Company’s ability to generate future profits and the Company’s competitiveness. Valuation by adjusted book value approach yields a fair value of the Company’s share at Baht 30.72 per share which is lower than the Offer Price at Baht 41.00 per share by Baht (10.28) per share or (25.07%).

2.3. Market Price Approach This valuation approach uses the weighted average market price of the trading value of securities of the Company through the SET (IFA refers to the “market price” as defined by the SEC Office, namely, the weighted average closing price of ordinary shares in the SET not less than 7 consecutive days but not more than 15 consecutive days) over the past period. This analysis considers the weighted average market price of the Company (trading value of the Company/ trading volume of the Company) based on the past periods from 7 to 15 days. However, IFA has considered the weighted average market price of the Company based on the additional past period from 30 days, 60 days, 90 days, 120 days, 180 days and 360 days. The IFA has considered the opinion that the mentioned time periods can reflect the movement of the share value in the stock market over a reasonable period of time and business operation of the Company. In assessment by this approach, the IFA has considered the information up to January 23, 2018 due to being the last trading day before the Tender Offeror sent Tender Offer for Securities report (Form 247-4) and Opinion of the Company on the Tender Offer report, in which both report have already been approved by the Board of Director of the Company and shareholders. In this regard, the market price of the Company’s ordinary shares by this market value approach is calculated as follow:

ROH’s Weighted Average (Day) (Unit: Baht) 7 15 30 60 90 120 180 360 High 37.50 37.50 37.75 39.64 39.64 39.64 39.64 39.64 Low 36.21 35.86 35.86 35.86 35.50 33.75 32.00 26.70 Weighted Average 36.77 36.62 36.73 37.19 37.04 36.41 35.60 33.07 Source: www.setsmart.com

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Valuation by Market Price Approach yields a fair value of the Company’s share between Baht 36.62 – 36.77 per share (price 7 – 15 days) which is lower than the Offer Price at Baht 41.00 per share by Baht (4.38) – (4.23) per share or (10.67%) – (10.32%).

The highest and lowest share prices of the Company in every quarter over the past 3 years Highest and Lowest Price (Baht per share) Year Quarter Highest Lowest Jan – Mar 25.00 23.00 Apr – Jun 26.25 23.20 2558 Jul – Sep 29.00 23.00 Oct – Dec 35.00 26.25 Jan – Mar 33.00 26.50 Apr – Jun 30.00 26.50 2559 Jul – Sep 32.00 21.40 Oct – Dec 31.25 26.75 Jan – Mar 38.25 27.50 Apr – Jun 35.50 29.25 2560 Jul – Sep 38.75 32.50 Oct – Dec 40.00 34.50 2561 Jan – 23 Mar 2018 38.50 35.00 Source: www.setsmart.com

Graph representing value of ROH’s shares before and after the Tender Offer (Form 247-4)

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Source: www.setsmart.com

Market Price Approach considers traded price of the Company’s share which is determined by the supply and demand of the Company's stock. The approach assumes that the traded prices reflect the value of the stocks at that time, the fundamentals of the stock and the views of investors on the Company's future growth potential. The share value of the Company in the past therefore could be used as a reference price for actual value of the Company’s shares. However, the Company’s shares have been holding by 3 major shareholders, totaling of 97.86% of the total issued and paid-up shares resulted in a very low liquidity. For the past 3 years, the Company has daily trading volume of 0.002% of total paid-up shares of the Company which limited the minor shareholders from trading at desirable volume and price. Therefore, market price in this case cannot reflect the intrinsic value of the shareholders’ equity.

2.4. Price to Book Value Ratio Approach or P/BV Ratio This valuation approach is based on the book value of the Company’s shares (as shown in the latest consolidated financial statements as of March 31, 2018 as reviewed by the Company’s auditor approved by SEC) which is Baht 1.88 per share multiplied by closing price to book value of 7 days, 15 days, 30 days, 60 days, 90 days, 120 days, 180 days and 360 days of price per book value (P/BV) of listed companies with similar business. The list of 10 companies including ROH in the sector which is tourism and leisure has the details as follow:

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Turnover Total assets Total equities Abbreviati Total revenue Ratio 1-year No. Company Listed in (Baht million) (Baht million) on (Baht million) 1/ historical 1/ 1/ data2/ 1. Asia Hotel Public Company Limited ASIA SET 9,299.85 5,681.87 1,582.66 1.76% 2. Central Plaza Hotel Public Company Limited CENTEL SET 25,037.31 12,058.37 20,345.34 47.77% 3. Dusit Thani Public Company Limited DTC SET 9,978.32 5,880.72 5,569.67 11.25% 4. The Erawan Group Public Company Limited ERW SET 16,047.70 5,403.03 6,050.46 91.94% Grande Asset Hotels and Property Public Company GRAND SET 9,284.80 5,661.60 2,935.80 49.09% 5. Limited 6. Laguna Resorts & Hotels Public Company Limited LRH SET 20,883.71 12,660.68 4,857.56 7.34% 7. Mandarin Hotel Public Company Limited MANRIN SET 931.54 479.92 345.58 0.70% 8. OHTL Public Company Limited OHTL SET 1,889.83 1,125.71 2,159.59 0.24% 9. Shangri -la Hotel Public Company Limited SHANG SET 9,256.32 8,597.21 2,537.64 0.57% 10. Royal Orchid Hotel (Thailand) Public Company Limited ROH SET 1,142.87 908.09 899.05 0.14% Source: www.setsmart.com Remark: 1/ Total assets, total equities and total revenue based on the financial statement of the companies as of December 31, 2017 2/ Turnover ratio calculated from 1-year historical trading data from www.setsmart.com up to January 23, 2018 which is the last trading day before the Tender Offeror sent Tender Offer for Securities report (Form 247-4) and Opinion of the Company on the Tender Offer report, in which both report have already been approved by the Board of Director of the Company and shareholders,

IFA uses the moving average of price to book value of the listed companies for comparison calculated by using that moving average of specified period divided by book value of each company based on the specified period. The companies in tourism and leisure sector are in total of 10 companies (including ROH). IFA has chosen only 4 prevailing trading stocks with high liquidity to reflect the trading in the SET and market condition which are CENTEL, DTC, ERW and GRAND. Details can be summarized as follow: Average Closing Price (day) P/BV: (times)1/ 7 15 30 60 90 120 180 360 CENTEL 6.40 6.48 6.60 6.33 6.04 5.78 5.38 5.27 DTC 1.88 1.92 1.92 2.02 2.05 2.04 1.97 1.90 ERW 4.24 4.18 4.11 3.97 3.71 3.49 3.15 2.75 GRAND 1.25 1.25 1.21 1.22 1.20 1.13 1.06 0.95 Median 3.06 3.05 3.01 3.00 2.88 2.77 2.56 2.33 Value of ROH’s share (Baht/Share)2/ 31.17 31.01 30.68 30.50 29.31 28.16 26.07 23.71 Source: 1/ www.setsmart.com 2/ Based on the Company’s financial statements as of March 31, 2018

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

According to the Price to Book Ratio approach, share value of the Company is between Baht 23.71– 31.71 per share which is lower than the Offer Price at Baht 41.00 per share by Baht (17.29) – (9.38) per share or (42.17%) - (23.98%).

2.5. Price-to-Earnings Ratio Approach This approach is using earnings per share for the last 4 quarters ended March 31, 2018 reviewed by auditor approved by SEC and multiplied it by closing price to earnings (P/E) of 7 days, 15 days, 30 days, 60 days, 90 days, 120 days, 180 days and 360 days of listed companies operating related business to the Company in the sector of the Company as specified in Clause 2.4. Price to Book Value Approach: P/BV ratio.

Details can be summarized as follow: Average Closing Price (day) P/E: (times)1/ 7 15 30 60 90 120 180 360 CENTEL 36.23 36.67 37.34 35.75 34.07 32.74 30.82 30.08 DTC 165.40 168.43 168.51 199.39 228.77 224.01 182.18 119.23 ERW 48.14 47.37 46.63 45.37 42.79 40.75 38.13 36.23 GRAND 91.97 91.70 88.89 107.20 128.60 129.51 146.37 229.52 Median 70.05 69.54 67.76 76.28 85.70 85.13 92.25 77.73 Value of ROH’s share (Baht/Share)2/ 95.23 94.53 92.12 103.70 116.50 115.73 125.41 105.67 Source: 1/ www.setsmart.com 2/ Based on the Company’s financial statements as of March 31, 2018

According to the Price-to-Earnings Ratio Approach, share value of the Company is between Baht 92.12 – 125.41 per share which is higher than the Offer Price at Baht 41.00 per share by Baht 51.12 – 84.41 or 124.68% - 205.87%.

2.6. Discounted Cash Flow Approach This valuation approach uses present value of projected future Free Cash Flows (FCF) discounted at a discount rate from Weighted Average Cost of Capital (WACC). To calculate present value of FCF of the Company, the IFA prepared financial projections of the Company for period of 5 years (2018 -2022) under the assumption that business of ROH will continue to operate on going concern basis in economic conditions substantially similar to currently prevailing conditions and without significant effect from natural disaster that may arise in the future which the IFA views as an appropriate period for the operation of hotel and real estate development of the Company. IFA prepared the projection of ROH on basis of information obtained from the Company, interviews and discussions with related management and employees of the Company, including the business plan, the investment plan, industry information and projection plan in the future. Nonetheless, the IFA uses conservative basis in the assumption and If there is any significant change in economy and other external factors, which

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited materially affect the Company’s operation, the fair value of the Company’s shares will change accordingly. Key assumptions of financial forecasts of ROH can be summarized as follow:

2.6.1. Revenue

2.6.1.1. Room Revenue IFA assumed room revenue based on the variables affecting hotel room revenue which are numbers of hotel room (“ROOM”). Occupancy rate (“OR”), and Average Room Rate (“ARR”) and the Company plans to renovate the hotel in 2019 within 1-year duration resulting in the details of each variable assumption as follow: 1. Numbers of hotel room (“ROOM”): The numbers of hotel room are determined to be 726 in 2018 and 450 in 2019 (reduced 1 from 3 during 1 renovating year) from the Company’s plan to gradually close hotel parts for renovation. After that the numbers of hotel room are 626 due to the Company’s room plan after the renovation. 2. Occupancy rate (“OR”): The occupancy rate is determined to be 82.42% in 2018-2019 based on the actual rate in 2017 on the conservation basis (since the decrease by one-third of available rooms in 2019, the IFA decided to use the equal occupancy rate as in 2018). Nonetheless, the IFA determined the occupancy rate to be 75.95% in 2020 because of the increase room rate after the renovation decreasing the occupancy rate. After that the IFA decided to grow the occupancy rate 2.30% p.a. (according to the planned growth of the Company between 81% - 83%). 3. Average Room Rate (“ARR”): The Company’s ARR between 2015-2017 decreased continuously from many factors, including the political problem in 2014 and the passed away of King Rama 9 in 2016 (the Company reduced the ARR to increase the hotel occupancy rate). The IFA determined ARR to be Baht 2,696.97 per night in 2018 increased from the previous year 2.30% each year according to the projection of the Company and the average increase room rate of Bangkok hotel room (Source: Market Update Bangkok: Hotel & Hotel Residences Hotel works). However, the IFA determined ARR to be Baht 3,600 per night in 2019 and Baht 4,440 per night in 2020 from the disoperation of Deluxe Room which is the cheapest room and the increase of Deluxe Premium instead. Moreover, the facilities of hotel are also renovated to be higher in standard. As for other areas, such as Club Lounge, Fitness, Restaurant, Meeting Room and other facilities also increase the average room rate so that the growth for ARR is 2.30% based on the average increase rate of Bangkok hotel room (Source: Market Update Bangkok: Hotel & Hotel Residences Hotel works) each year starting from 2021

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

2.6.1.2. Food & Beverage Revenue The Company has revenue from food & beverage across food & beverage providing areas, such as restaurant (4 restaurants), lobby, swimming pool and room service. However, after the renovation in 2019, the Company will have one more food & beverage providing area which is Rooftop Bar. The IFA assumed that the proportion of food & beverage revenue to room revenue is 52.28% p.a. between 2018 and 2019 which is in consistency with the Company’s projection and the weighted average of the proportion of food & beverage revenue to room revenue from the actual 3-year data in 2015 – 2017. Nonetheless, for the year starting from 2020, the IFA assumed that the proportion of food & beverage revenue to room revenue is 53.90% (increased from 52.28% due to the increase in food & beverage revenue from Rooftop Bar).

2.6.1.3 Other revenue Other revenue is composed of 1) rental fee 2) other revenue such as laundry, fitness and telecommunication. The IFA sees that 1) rental fee will be stable across forecasting years (due to the decrease in popularity and revenue from this service section and 2) other revenue will be in the same proportion across forecasting years equaling to the weighted average proportion of other revenue to room revenue from the actual 3-year data in 2015-2017.

2.6.1.4 Interest and dividend income IFA views that the Company’s interest and dividend income in the future will be 1.32% (deposit interest rate from bank) across the forecasting years based on the latest interest income of the Company and the IFA does not forecast the dividend income due to the low probability that the 2 subsidiaries of the Company, TRO (land owner and lender) and SRO (not in operation), will pay any dividend.

Unit (Baht million) 2015A 2016A 2017A 2018F 2019F 2020F 2021F 2022F Total Number of Rooms 726 726 726 726 450 626 626 626 Occupancy rate 71.09% 75.06% 82.42% 82.42% 82.42% 75.95% 77.70% 79.49% Average Room Rate (Baht) 2,801.99 2,731.02 2,636.34 2,696.97 3,600.00 4,400.00 4,501.20 4,604.73 Total Room Revenue (GRR) 527.86 543.19 575.82 589.06 487.37 763.59 799.12 836.30 Total Food & Beverage Revenue 287.19 289.19 283.32 307.98 254.82 420.09 439.64 460.09 Total F&B (%) 54.41% 53.24% 49.20% 52.28% 52.28% 55.01% 55.01% 55.01% Total other revenue 35.50 31.28 34.60 35.98 34.78 38.03 38.45 38.88 Total Other revenue (%) 6.73% 5.76% 6.01% 6.11% 7.14% 4.98% 4.81% 4.65% Interest and dividend income - - 5.31 6.06 3.03 0.66 3.30 7.25

2.6.2. Cost of goods sold

2.6.2.1 Room cost Room costs are composed of wages, salaries and benefits to employees and 2) other costs related to room such as consumable goods, commission, cleaning costs and laundry costs which the IFA determined

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

that 1) wages, salaries and benefits will growth at a fix rate of 6% p.a. across the forecasting period based on the expectation and policy of wage increasing plan of the Company and 2) other costs will be in the same proportion across forecasting period equaling to the weighted average proportion of room cost to room revenue from the actual 3-year data in 2015-2017.

2.6.2.1 Food & Beverage cost Food & Beverage costs are composed of 1) wages, salaries and benefits to employees 2) food costs 3) beverage costs and 4) other costs such as kitchen tools and equipment, menus and uniform which the IFA determined that 1) wages, salaries and benefits to employees will growth at a fix rate of 6% p.a. across the forecasting period based on the expectation and policy of wage increasing plan of the Company and 2) food costs 3) beverage costs and 4) other costs will be in the same proportion across the forecasting period equaling to the weighted average proportion of food costs, beverage costs and other costs to food & beverage revenue from the actual 3-year data in 2015-2017. However, in 2019 this proportion increases significantly from 2018 and comes back to normal in 2020 due to the renovation on food & beverage providing areas causing the decrease in food & beverage revenue in 2019 and back to normal after the renovation in 2020.

2.6.2.3 Other revenue cost (excluding depreciation) Other revenue costs are composed of laundry, fitness and area rental. The IFA determined that the other revenue costs will be in the same proportion across the forecasting period equaling to the weighted average proportion of other revenue cost to other revenue from the actual 3-year data in 2015 -2017. However, the forecast on area rental are assumed to be zero.

Unit (Baht million) 2015A 2016A 2017A 2018F 2019F 2020F 2021F 2022F Total Room Costs 114.83 116.70 123.33 127.96 119.69 155.61 163.75 172.32 Total Room Cost (%) 21.75% 21.48% 21.42% 21.72% 24.56% 20.38% 20.49% 20.61% Total F&B Cost 194.99 187.01 191.81 206.54 191.07 257.94 271.29 285.35 Total Food & Beverage Costs (%) 67.89% 64.67% 67.70% 67.06% 74.98% 62.67% 62.98% 63.30% Total other revenue costs 3.31 3.72 4.06 3.34 3.38 3.42 3.46 3.50 Total other revenue costs (%) 42.76% 62.35% 72.98% 59.36% 59.36% 59.36% 59.36% 59.36%

2.6.3. Selling expenses and administrative expense

2.6.3.1. Selling expenses Selling expense are composed of 1) wages, salaries and benefits to employees and 2) other selling expenses such as advertising costs and promotional costs. The IFA determined that 1) wages, salaries and benefits to employees will growth at a fix rate of 6% p.a. across the forecasting period based on the expectation and policy of wage increasing plan of the Company and 2) other selling expenses will be in the same proportion across the forecasting period equaling to the weighted average proportion of selling expense to room revenue

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

from the actual 3-year data in 2015-2017. However, in 2019, this proportion increases significantly and decreases in 2020 due to the decrease in room revenue from renovation causing the proportion of selling expenses to room revenue to grow. After the renovation finished in 2020, the proportion of selling expenses and room revenue comes back to normal.

2.6.3.2. Administrative expense Administrative expenses are composed of 1) wages, salaries and benefits to employees and 2) other administrative expenses such as property tax, commission, reservation, permission, insurance, rental costs and management fee. The IFA determined that 1) wages, salaries and benefits to employees will growth at a fix rate of 6% p.a. across the forecasting period based on the expectation and policy of wage increasing plan of the Company and 2) other administrative expenses will be in the same proportion across the forecasting period equaling to the weighted average proportion of administrative expense to room revenue from the actual 3-year data in 2015-2017. However, in 2019, this proportion increases significantly and decreases in 2020 due to the decrease in room revenue from renovation causing the proportion of administrative expenses to room revenue to grow. After the renovation finished in 2020, the proportion of administrative expenses and room revenue comes back to normal.

Unit (Baht million) 2015A 2016A 2017A 2018F 2019F 2020F 2021F 2022F Total Selling Expense 75.79 80.22 76.17 80.10 75.76 96.79 101.91 107.31 % of Selling Expenses to revenue from room 8.91% 9.29% 8.52% 8.60% 9.75% 8.00% 8.06% 8.12% Total Admin Expense 257.10 255.23 257.40 270.01 235.19 340.04 355.77 372.26 % of Admin Expenses to revenue from room 30.23% 29.55% 28.80% 28.98% 30.27% 28.10% 28.13% 28.16%

2.6.3.3. Depreciation and amortization Depreciation of each asset related to the production determined by IFA is projected to be constant calculated using straight line method. The depreciation of each asset is calculated differently based on the accounting standard with the details as follow:

Useful life (year) Buildings 10 Renovation 5 Machinery and equipment 15 Furniture and equipment 10 Computer Software 5

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

2.6.3.4. Reserved Fund IFA determined that the Company will reserve 3.5% of room revenue each year to be fund used up in hotel renovation in the next year (according to the agreement between the Company and Starwood).

2.6.3.5. Interest paid IFA determined that the Company will pay interest on short-term loan from financial institution at 7.06% each year (based on the short-term interest rate from 3 commercial banks).

2.6.3.6. Corporate Income Tax IFA determined that the Company’s corporate income tax will be 20% of the earning before tax.

2.6.3.7. Capital Expenditure IFA classified capital expenditure into 2 parts 1) main renovation cost to upgrade and increase company’s competitiveness which was forecasted to be 940.20 million Baht by the Company’s management and will be used up in 2019 and 2) reserve fund costs which is 3.50% of room revenue.

2.6.3.8. Other ratios in Statement of Financial Position Other ratios in statement of financial position of ROH are determined based on the historical data of ROH during 2015 – 2017 as the information during that period provide station ratios for the Company’s financial position and the collection period, the average inventory period and the average payable period. As the IFA has interviews the management, the Company still have the same business strategy therefore all the ratios will be more or less similar to the historical number. The IFA has considered the appropriateness of these ratios therefore the ratios throughout the projection period are as follow: Average collection period 18.67 days Average inventory period 8.65 days Average payable period 164.83 days

Unit (Baht million) 2015A 2016A 2017A 2018F 2019F 2020F 2021F 2022F Cash and Cash Equivalent 38.85 19.39 35.08 254.89 16.56 219.01 166.83 195.08 Total assets 983.72 1,084.09 1,142.87 1,291.94 1,310.53 1,412.94 1,474.33 1,609.83 Total liabilities 218.97 217.40 234.78 231.71 354.64 343.11 292.02 306.44 Total shareholders' equity 764.74 866.70 908.09 1,060.22 955.89 1,069.82 1,182.32 1,303.39 D/E ratio 0.29 0.25 0.26 0.22 0.37 0.32 0.25 0.24 Revenue 851.86 867.30 899.05 939.08 780.00 1,222.37 1,280.50 1,342.53 Cost of goods sold 314.02 307.36 318.08 338.61 314.17 423.78 445.77 468.93 Selling expenses 75.79 80.22 75.88 80.10 75.76 96.79 101.91 107.31 Admin expenses 257.10 255.23 257.75 270.23 235.20 342.29 358.15 374.78 Finance cost 0.55 0.15 0.04 0.00 4.59 6.88 2.29 0.00 Net Profit 83.26 106.36 127.34 119.48 -98.87 98.37 110.55 119.04 EBIT(1) 149.35 -94.28 105.25 140.36 148.80 Discover Management Company Limited Page 45/65

Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Unit (Baht million) 2015A 2016A 2017A 2018F 2019F 2020F 2021F 2022F Tax(2) -29.87 0.00 0.00 -27.51 -29.76 Depreciation and amortization(3) 100.79 249.16 254.26 234.31 242.71 Net Capital Expenditure(4) -48.56 -974.86 -29.19 -44.76 -46.70 Net changes in working capital(5) 0.17 1.70 28.45 10.78 11.16 Free Cash Flow to Firm=1-(2)+(3)-(4)+(5) 100.26 -818.28 358.77 313.17 326.21

2.6.4. Terminal Value

Free cash flow is expected to grow by 1.00% p.a. after the projection period based on the weighted inflation rate of the country which the IFA viewed as the most suitable approach based on the conservative basis.

2.7. Discount Rate Discount rate used to calculate the present value of cash flow comes from the Weighted Average Cost of Capital (WACC) based on the capital structure of ROH. IFA has computed WACC from weighted average

cost of debt (Kd) and cost of equity (Ke) of ROH. The details of the discount rate calculation are as follow:

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

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

Kd = Cost of debt or interest rate of the company T = Corporate Income Tax E = Total shareholders’ equity D = Interest-bearing liabilities

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

Ke (or Re) = Rf + β (Rm - Rf) whereby

Risk Free Rate (Rf) = 3.05% p.a. based on 25-year government bond yield (information as of January 23, 2018), which is the longest maturity government bond which is issued regularly and is aligned with the going concern basis of the principle of share valuation. Beta (β) = 0.48 - 0.53, based on the average Beta of ROH for the past 2 year which is considered as the most appropriate period in reflecting the change in share price and investors’ view toward the company comparing to current market situation (IFA uses the Information between January 22, 2016 and January 23, 2018). However, ROH’s shares have very low liquidity results in the Beta that is unable to reflect the variance of ROH and SET returns. Therefore, the IFA uses Beta of CENTEL, DTC,

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

ERW and GRAND which are the related companies with high liquidity whose Beta values are 0.95, 0.47, 0.82 and 1.04, respectively, to calculate Average Unleveraged Beta of CENTEL, DTC, ERW and GRAND resulting in 0.48 before calculating Leverage Beta of ROH which is ranging from 0.48 – 0.53 across the forecasting periods.

Market Risk (Rm) = 12.63% p.a. based on the average returns on investment in the SET over the past 25 years during year 1993 – 2018 as it could reflect the return most appropriately and has low effect from the fluctuation in market price.

Kd = estimated average interest rate on loans of the Company at 7.06% p.a. T = Corporate income tax is at 20% p.a.

Form the above information, WACC of the Company will be as follow:

% 2561F 2562F 2563F 2564F 2565F WACC 7.63% 8.13% 7.63% 7.63% 7.63%

and Free Cash Flow of the Company can be summarized as follow:

2561F 2562F 2563F 2564F 2565F Free Cash Flow 100.26 -818.28 358.77 313.17 326.21 PV of Free Cash Flow 96.05 -724.97 294.71 239.01 231.31 (Unit: Baht million) PV of Terminal Value) 3522.51 Total PV of Free Cash Flow 136.11 Add: Cash and short-term investment as of March 31, 2018 569.87 Less: Interest-bearing liabilities as of March 31, 2018 0 Net PV of Free Cash Flow 4228.49 Number of paid-up shares (share) 93.75 Net PV of Free Cash Flow per share (Baht/share) 45.10

Moreover, IFA also conduct Sensitivity Analysis of share value by adjust the discount rate or WACC by ± 0.50 percent per annum.

Discount Rate (WACC) per annum

0.25% 0.00% -0.25% ROH’s share price (Baht/share) 43.32 45.10 47.03

From the Sensitivity Analysis, the share price of ROH will be Baht 43.32 – 47.03 per share higher than the Offer Price of Baht 41.00 per share by Baht 2.32 – 6.03 or 5.65% – 14.71%, respectively.

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

2.8. Summary of the Appropriateness of the ROH’s Ordinary Shares Offer Price The table below compares fair value of the Company’s Share from Various Share Valuation Approaches. (Unit: Baht/Share) Higher (Lower) Higher (Lower) than Valuation Approach Share value Offer Price than Offer Price Offer Price as % 1) Book Value 10.18 41.00 (30.82) (75.17) 2) Adjusted Book Value 30.72 41.00 (10.28) (25.07) 3) Market Price1/ 36.62 - 36.77 41.00 (4.38) - (4.23) (10.68) - (10.32) 4) Price to Book Value Ratio 23.71 - 31.17 41.00 (17.29) - (9.83) (42.17) - (23.98) 5) Price to Earnings Ratio 92.12 - 125.41 41.00 51.12 - 84.41 124.68 - 205.87 6) Discounted Cash flow2/ 43.32 - 47.03 41.00 2.32 - 6.03 5.65 - 14.71 Remark: 1/ Market value between 3-23 January 2018 (7-15 working days) before the announcement of GRAND investment in ROH 2/ Share value of the Company based on WACC between (7.63% - 8.13%)

Each valuation approach has pros and cons and will provide the value of the share differently as shown below. 1) Book Value Approach will take into account the financial position at any one point of time and the value of the property as it was recorded, without regard to their ability to earn profits, results of operations in future, the competitiveness of the company, or the economic and industry overview. Thus, the IFA believes this valuation method is not suitable for estimating the fair value of the company's shares and may not reflect the real value of the equity shares of the company. 2) Adjusted Book Value Approach better reflects the net asset value of the company as compared to Book Value Approach because it incorporates the impact of changes in market value of land and buildings, machinery, Goodwill, Patent and Brand Value resulting in fair value of the company before dividing with the number of company’s shares. However, this method also does not take into account the ability to earn profits and operating results in the future. Thus, the IFA believes this method may not reflect the real value of the equity shares of the company although it can be used as a reference value of the company 3) Market Price is a market mechanism, which determines price by the supply and demand of the company's stocks in a traded market. It can reflect the value of the stocks at that time, the fundamentals of the company and the company's future growth potential of the company as well as the past history of Company’s performance. It can be used as a reference price to reflect the actual price of the shares of the Company. However, the Company’s shares have been holding by 3 major shareholders, totaling of 97.86% of the total issued and paid-up shares resulted in a very low liquidity. For the past 3 years, the Company has daily trading volume of 0.002% of total paid-up shares of the Company which limited the minor shareholders from trading at

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited desirable volume and price. Therefore, market price in this case cannot reflect the intrinsic value of the shareholders’ equity. 4) Price to Book Value Ratio Approach is taking into account of the company’s financial statement at one point in time by comparing to the set of referral companies. This approach assumes that the Company’s capability and potential are comparable among the group of companies. However, this method does not consider the company’s ability to earn profits and operating results in the future. Furthermore, even if 4 companies (CENTEL, ERW, DTC, and GRAND) are in the same sector with ROH, these companies have higher asset values and revenue compared to ROH. Furthermore, these comparable companies have more than 1 hotel in operation and those hotels were distributed across the country resulted in the large difference in demand and supply management compared to ROH. Thus, the IFA believes this valuation method is not suitable for estimating the fair value of the Company's shares and may not reflect the real value of the equity shares of the Company. 5) Price to Earnings Ratio Approach considers current profits of the Company by comparing the average of the price to earnings ratio of the comparable group of companies. This approach is widely used, and it is based on the assumption that the Company’s capability and potential are comparable among the group of companies. Although the 4 comparable companies (CENTEL, ERW, DTC and GRAND) are in the same sector with ROH, these companies have higher asset values and revenue compared to ROH. Furthermore, these comparable companies have more than 1 hotel in operation and those hotels were distributed across the country resulted in the large difference in demand and supply management compared to ROH. Thus, the IFA believes this valuation method is not suitable for estimating the fair value of the Company's shares and may not reflect the real value of the equity shares of the Company. 6) Discounted Cash Flow Approach reflects the Company’s ability to generate profits and the future cash flow estimated from the future net cash flow based on the historical performance, ability to operate and generate profit in the future under current economic situation and future operating performance assumptions of the Company. Therefore, the IFA views that this approach is appropriate approach in evaluating the Company. This approach shall reflect the real value of the Company. IFA views that the most appropriated method is DCF Approach which has appropriate price range of ordinary shares is between Baht 43.32 – 47.03 per share. Therefore, IFA views that the Tender Offer price at Baht 41.00 per share is lower than the appropriate price which is inappropriate.

3. Reasons to Accept and/or Reject the Tender Offer IFA has considered the 247-4 form and its amendments along with other related information. IFA views that the shareholder should reject the tender offer of the Tender Offeror with supportive reasons as follow.

3.1 Reasons to Reject the Tender Offer 3.1.1 Offering Price In order to determine the fairness of the Tender Offer price, the IFA has conducted the ROH’s share price valuation by using the 6 following approaches which are 1) Book Value Approach 2) Adjusted Book Value Discover Management Company Limited Page 49/65

Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Approach 3) Market Price Approach 4) Price to Book Value Ratio Approach or P/BV Ratio 5) Price-to-Earnings Ratio Approach and 6) Discounted Cash Flow Approach as shown in the summary table below. (Unit: Baht / Share) Valuation Approach Share value Offer Higher (Lower) than Higher (Lower) than (Baht/Share) Price Offer Price Offer Price as % 1) Book Value 10.18 41.00 (30.82) (75.17) 2) Adjusted Book Value 30.72 41.00 (10.28) (25.07) 3) Market Price1/ 36.62 - 36.77 41.00 (4.38) - (4.23) (10.67) - (10.32) 4) Price to Book Value Ratio 23.71 - 31.17 41.00 (17.29) - (9.83) (42.17) - (23.98) 5) Price to Earnings Ratio 92.12 - 125.41 41.00 51.12 - 84.41 124.68 - 205.87 6) Discounted Cash flow2/ 43.32 - 47.03 41.00 2.32 - 6.03 5.65 - 14.71 Remark: 1/ Market value between 3-23 January 2018 (7-15 working days) before the announcement of GRAND investment in ROH 2/ Share value of the Company based on WACC between (7.63% - 8.13%)

IFA views that the most appropriated method is DCF Approach which has appropriate price range of ordinary shares is between Baht 43.32 – 47.03 per share higher than the Offer Price of Baht 41.00 per share by Baht 2.32 – 6.03 or 5.65% – 14.71%, respectively. Therefore, IFA views that the Tender Offer price is inappropriate.

3.1.2. Opportunity to sell shares of the Company in the future In the respect of this Tender Offer, if MBKHR intends to sell all shares equivalent to 29.86% of total issued and paid-up shares (during the Offer Period or after the Offer Period), the Tender Offeror will hold the Company’s share equivalent to 97.86% of total issued and paid-up shares compared to minor shareholders who holds 2.14% of total issued and paid-up shares (in the event that there are no others intend to sell the securities). The result will disqualify the Company from maintaining company’s operation on the SET according to the condition of maintaining a status of listing company in the issued of Free Float which is the existing problem for the Company. Therefore, the Tender Offeror and the Company need to find the resolution to this problem, such as selling Company’s shares to the public, public offering (“PO”) or delisting the Company from the SET (delisting). In the case that the Tender Offeror decides to use delisting as a resolution, the Tender Offeror has an obligation to make Tender Offer again to give the opportunity to the Company’s shareholders to sell their securities. Moreover, the Offer Price of the Tender Offer for delisting the Company from the SET according to the Capital Market Supervisory Board’s Notification No. TorChor. 12/2011 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers, the Offer Price has to be higher than the highest price of the valuation approaches as illustrate below:

No. Calculation Price (Baht / Share) 1 The highest price at which the Offeror or persons under Section 258 Unable to evaluate of the Offeror has acquired the ordinary shares or the preferred shares during a 90-day period before the date on which the tender offer document is submitted to the SEC.

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

No. Calculation Price (Baht / Share) 2 The weighted average market price of the shares during five business Unable to evaluate days before the date on which the Company’s Board of Directors grants approval for submission of the delisting of shares for the shareholders’ meeting’s consideration. 3 The Company’s net asset value calculated based on the book value Currently at Baht 30.72 per share which may be that has been adjusted to reflect the latest market value of the lower or higher based on the future performance Company’s assets and liabilities. of the Company 4 The fair value of the Company’s shares as appraised by independent Unable to evaluate financial advisor

From this probability, IFA views that the shareholders have more chance to sell their shares in the future.

3.1.3. Significant changes of the area Although IFA evaluated the value of ROH’s shares with 6 approach, including the Discounted Cash Flow Approach, the evaluation is based on conservative basis, the Company’s projection and the historical data. However, the hotel location will have significant change in the future from the closely located new projects such as Icon Siam and Bangkok Observation Tower which could affected the physical characteristics of hotels around Chao Praya River to be more similar to hotels around Central Bangkok District (“CBD”) resulting in the significant changes in room rates and occupancy rates.

3.1.4 Opportunity to sell the Company shares on SET

According to form 247-4, the Tender Offeror has no intention to sell or transfer the Company's shares. However, if the Tender Offer is successful, some of the issued shares may be sold for investment structure and solve the problem of free float. The Tender Offeror shall hold not less than 50.00%. Based on the above statement, actual objectives of the Tender Offeror are not clearly defined. However, if the Tender Offeror wishes to maintain minimum of 50.00%, the Tender Offeror must sell 47.86% of shares on SET. The sale of such shares may significantly affect the liquidity of the Company's shares, which may have lower the share price in a short period of time. However, the average cost of acquiring ROH shares from STARWOOD and THAI is 37.12 Baht per share. If GRAND is successfully get 100% in this Tener Offer, the average cost will be 28.26 Baht per share. Thus, although the Tender Offeror will sell its shares to increase liquidity and eliminate the Company's Free Float problem, the Tender Offeror is unlikely to sell its shares more than the cost of the acquisition. In the future, it is possible that the Tender Offeror will sell the Company's shares at a price higher than this Tender Offering price due to the future business plan. As a result, minority shareholders may be able to sell their shares at the demanded time, volume and price.

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

3.1.5 Shareholders who accept the Tender Offer may not receive cash from selling shares for a specified period.

Accroding to the analysis of source of fund for the Tender Offer (Section 1.13 source of fund for the Tender) IFA’s opinion that there is a reason to believe that the Tender Offeror may not have insufficient fund for this Tender Offer of all remaining shares of the Company.

3.2. Risk of shareholders from rejecting this Tender Offer 3.2.1. Risk of inability to sell share in the market IFA has considered trading volume of the company in SET for the past 3 years from 23 January 2015 to a day before 23 January 2018 which is the announcement of Tender Offering (Form 247-4). It shown that in past 3 years there was the highest trading volume of 25,806 shares per day and the lowest trading volume of 1 share per day which daily trading volume of 0.002% of total paid-up shares. Hence, shareholder may face the risk for buying and selling company’s share in a desirable period and price due to very low liquidity. Therefore, this Tender Offer is the opportunity for minor shareholders who would like to sell their shares at a higher price than weighted average market price during 7-15 working days (market value between 3-23 January 2018 (7-15 working days) before the investment announcement of GRAND in ROH) which is between 36.77 – 36.22 Baht per share because the Offer Price from GRAND is higher than the weighted average market price around 4.23 – 4.38 Baht per share or 11.51% - 11.95% According to form 247-4, the Tender Offeror has no intention to sell or transfer the Company's shares. However, if the Tender Offer is successful, some of the issued shares may be sold for investment structure and solve the problem of free float. The Tender Offeror shall hold not less than 50.00%. Based on the above statement, actual objectives of the Tender Offeror are not clearly defined due to the conflicting statements. However, if the Tender Offeror sell some of its portion on SET. The sale of such shares may significantly affect the liquidity of the Company's shares, as a result, minority shareholders may be able to sell their shares at the demanded time, volume and price.

3.2.2. Risk from delay operation from the similarity between the Tender Offeror and the Company Since GRAND and ROH are both listed on the SET, after the acquisition of ROH from STARWOOD and THAI totaling of 68% of total issued and paid-up capital, ROH will be one of GRAND’ subsidiary companies. Therefore, the transactions in investing and selling assets with value more than 50% of the assets of GRAND and ROH, these transactions will need to be approved from both parties’ shareholders’ meetings before acting on the transactions resulting in delay and long period of the operation.

3.2.3. Risk from conflicts of interest between shareholders Since GRAND and MBKHR are both operating in the hotel business, it can be assumed that both companies are competitors. Therefore, if MBKHR not decides to sell its shares (29.86%) this time, the Company

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited will have 2 main shareholders who are competitors. Furthermore, with the holding ratio of more than 25% of MBKHR, MBKHR is able to reject all agendas requiring votes 3 out of 4 from shareholders in attendance (For instance, agendas requiring votes 3 out of 4 from shareholders in attendance include the capital increase, capital decrease and change in company’s regulation). Therefore, in the case of conflict between both shareholders, the Company might face difficulties in operation resulting in lower effectiveness, profit generating and eventually company’s value.

3.2.4 Risk of the reduction of share price due to the shares sell from GRAND According to form 247-4, the Tender Offeror has no intention to sell or transfer the Company's shares. However, if the Tender Offer is successful, some of the issued shares may be sold for investment structure and solve the problem of free float. The Tender Offeror shall hold not less than 50.00%. Based on the above statement, actual objectives of the Tender Offeror are not clearly defined due to the conflicting statements. However, If this Tender Offer is succeeded, it may mean that the Tender Offeror has received at least 97.86% of the total shares in this Tender Offer. If the Tender Offeror maintains 50.00% ownership of the Company. The Tender Offeror must sell 47.86% on SET. The sale of such shares may have a significant impact on ROH's share price. Therefore, minor shareholders may be affected by such actions. However, since the Tender Offeror has a cost of 37.12 Baht per share (the average price of ROH's shares from STARWOOD and THAI), and with the successful Tender Offer, the Tender Offeror may have average cost at 38.36 Baht per share. Thus, although the Offeror will sell its shares to increase liquidity and eliminate the Company's Free Float problem, the Offeror is unlikely to sell its shares lower than the cost.

3.3. Other factor for consideration Besides the consideration of the form 247-4, IFA has considered other factors supporting the opinion with brief details as follow:

3.3.1. Company status According to Form 247-4, the Tender Offeror has no intention to sell or transfer securities of the Business received from this Tender Offer to other persons during the period of 12 months from the last day of the Offer Period.

IFA has view that after the Tender Offer, the Tender Offeror has clear policy to remain the company status as a listed company in SET so that minor shareholders of the Company will not be affected and can continue trading shares of the Company in SET as usual after 12 months from the last day of the Offer Period. However, the Company might face risk from the case that the Tender Offeror intends to delist the company from the SET providing that MBKHR decides to sell all of its shares equaling to 29.85% of total issued and paid-up shares (during the Offer Period or after the Offer Period), The Tender Offeror will hold the Company’s share totaling of 97.86% of total issued and paid-up shares compared to minor shareholders who holds 2.14% of total issued and paid-up shares (in the event that there are no others intend to sell the securities). The result will

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited disqualify the Company from maintaining company’s operation on the SET according to the condition of maintaining a status of listing company in the issued of Free Float which is the current problem of the Company, so the chance of delisting decision is high. In addition, the Tender Offer can delist the Company from the SET suddenly because of having absolute power (Normally, the permission to delist the company needs the votes 3 out of 4 from total paid-up shares of the Company and no disagreeing shareholders more than 10% of total paid-up capital of the Company). The Tender Offer also need to make Tender Offer again after the decision to delist the Company to give opportunity to the Company’s shareholders to sell their securities.

3.3.2. Plan to sell shares of the Business According to Form 247-4, the Tender Offeror has no intention to either sell or transfer the issued share. However, if the Tender Offer, is successful the Offerors, including the major shareholders of Tender Offer such as Metro Premier Holding Company Limited, Property Perfect Public Company Limited, and Thai Property Public Company Limited, may float some shares for restructuring and in order to meet the Free Float requirements but will maintain more than 50.00% stake in ROH. In the event of changing decisions, the Tender Offeror will further perform appropriate actions to highly benefit the Company and will notice shareholders and investors through the SET onward.

In addition, if the major shareholders of the offeror change their shareholding stake which cause chain principle to the company, the major shareholders of the offeror will comply with all related SET and SEC rules and regulations

IFA has view that the Company’s shareholders may be affected from the change in the Company’s major shareholders because the Tender Offeror has intention to either sell or transfer the issued share capital of the Company to others. However, if the Tender Offeror sells its shares to the public, the Company may not face the problem that the Company does not comply with the regulations of the SET in the issue of Free Float which requires a company to maintain not less than 150 minority shareholders, whose shares in aggregate shall be not less than 15 % of the total issued shares of the listed company. However, if the company cannot comply with requirement, the Company will not be charged the additional fee as follow:

No. of years shortfall beyond the grace period Free float short fall (%) 1 2 3 4 ...n 0 < Free Float ≤5 1 1.5 2 2.5 ... 5 < Free Float ≤10 1.5 2 2.5 3 ... 10 < Free Float ≤15 2 2.5 3 3.5 ...

According to form 247-4, the Tender Offeror seems to solve the Free Float problem by using 1st method from 4 methods 1) selling the holding shares to the public 2) Public offering (“PO”) 3) Delisting 4) paying fee to the SET which is the current method of the Company.

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

3.3.3. Policies and plan for business operation The Tender Offeror has no intention to change objectives strategies, operating plan and business plan of the Business. Moreover, the current executive committee and management as of 8 May 2018 are as follows.

No. Name Position 1. Mr. Chainid Adhyanasakul* Chairman of the Executive Committee 2. Mr. Vitavas Vibhagool* Executive Director 3. Ms. Wilawun Leongnarktongdee* Executive Director 4. Mr. Suvait Theeravachirakul Executive Director 5. Mr. Serm Phenjati Executive Director 6. Mr. Michael Schlueter General Manager 7. Mr. Joon Kwan Park Hotel Manager 8. Mr. Nutthanont Arya Director of Finance 9. Mr. Ditbordee Direkvathana Director of Human Resources 10. Ms. Darunee Sae - Tier Director of Rooms 11. Mr. Veera Wilamart Director of Engineer 12. Mr. Trixie Liane Scully Director of Sales & Marketing Remark: * Executive appointed by the offeror Currently, the Tender Offeror send the Tender Offeror's representative to be the additional 3 Executive Directors, namely, Mr. Chainid Adhyanasakul, Mr. Vitavas Vibhagool and Miss Wilawun Leongnarktongdee. However, the Offeror may change the management at the end of the tender offer period which the Offeror will take into account the necessity and reasonableness. In addition, the Company has hired the Sheraton Overseas Management Corporation (the United States) as the hotel management. The Offeror has no policy to change the manager before the end of the contract in 2022.

IFA has viewed that the Tender Offeror has low chance to change policies, operating plan and business plan of the Business during 12 months as specified in Form 247-4. However, the Tender Offeror might change the policies and business plan in the future since the Tender Offeror is in the same business sector and has knowledge, skills and experience both in hotel operation and real estate development. In addition, nowadays most hotel development companies tend to add condominium to their business in order to decrease finance cost (as can be seen from Four Season Bangkok and Icon Siam) so that the long-term plan could be changes and the main factor resulting in the change in business plan is the shares holding ratio of MBKHR in future.

3.3.4. Dividend Policy The Tender Offeror does not intend to change the current dividend payment policy of ROH within 12 months from the closing of the Tender Offer. Nevertheless, if necessary or if there are any significant changes in the financial performance, the business environment, or any other events affecting ROH, the dividend policy

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

of ROH may be adjusted in the future to optimize ROH’s financial standing and performance, or to increase efficiency and utilize ROH’s competitive advantages. Moreover, in the event that the Company has financial liquidity and excess working capital, the Company might purpose dividend payment policy to Board of Directors’ meeting and/or Shareholders’ meeting in future.

IFA has viewed that if there are no significant changes in the Company during 12 months, the Company is likely to has the same dividend policy according to the Form 247-4. However, with the renovation plan in 2019 in the amount of 940.20 million Baht, IFA forecasted loss in operation in 2019 which could affect the ability to pay dividend. Nonetheless, without the disclosure on dividend policy from the Tender Offer, IFA has not enough information to analyze the ability to pay dividend of the Company. Still, the IFA believes that long-term dividend policy of the Company might be changed to suit with policies, plan for business operation and future capital expenditure.

3.3.5. Change of the Shareholding Structure List of to 10 shareholders on the latest shareholders’ register book of the Business as of 25 April 2018

No. of Ordinary Percent of paid up Percent of voting No. Name of shareholders Shares capital rights (Shares)

1. Grande Asset Hotels and Property Public Company Limited 63,750,235 68.00 68.00 2. MBK Hotel and Resort Co., Ltd. 27,998,051 29.86 29.86 3. Mrs. Nijaporn Charanachitta 149,500 0.16 0.16 4. Mr. Meth Chaovirakit 110,000 0.11 0.11 5. Mr. Pisit Pruekpaiboon 109,900 0.11 0.11 6. Miss. Sureeporn Pheungputtakul 63,400 0.07 0.07 7. Mr. Kittichai Sitcharoenkul 54,100 0.06 0.06 8. Mr. Suvit Laohapolwatana 74,000 0.08 0.08 9. Mr. Vichai Chokpataramontri 35,800 0.04 0.04 10. Mrs. Sumalee Boonpotjanasoontorn 35,000 0.04 0.04 Source: Form 247-4

Potential list of shareholders in the event that MBKHR does not sell the Company’s shares but minor shareholders intend to sell the Company’s shares with detail as follow:

No. of Ordinary Percent of paid up Percent of voting No. Name of shareholders Shares capital rights (Shares)

1 Grande Asset Hotels and Property Public Company Limited 65,751,949 70.14 70.14

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

No. of Ordinary Percent of paid up Percent of voting No. Name of shareholders Shares capital rights (Shares)

2 ‘MBK Hotels and Resorts Company Limited 27,998,051 29.86 29.86 Total 93,750,000 100.00% 100.00

Potential list of shareholders in the event that no one sell the Company’s shares with detail as follow:

No. of Ordinary Percent of paid up Percent of voting No. Name of shareholders Shares capital rights (Shares)

1 Grande Asset Hotels and Property Public Company Limited 63,250,235 68.00 68.00 2 MBK Hotels and Resorts Company Limited 27,998,051 29.86 29.86 3 Other shareholders 2,001,714 2.14 2.14 Total 93,750,000 100.00 100.00

Potential list of shareholders in the event that MBKHR sell the Company’s shares but minor shareholders do not sell the Company’s shares with detail as follow:

No. of Ordinary Percent of paid up Percent of voting No. Name of shareholders Shares capital rights (Shares)

1 Grande Asset Hotels and Property Public Company Limited 91,748,286 97.86 97.86 2 Other shareholders 2,001,714 2.14 2.14 Total 93,750,000 100.00 100.00

Potential list of shareholders in the event that all shareholders of the Business sell the Company’s shares , the Company’s shares with detail as follow:

No. of Ordinary Percent of paid up Percent of voting No. Name of shareholders Shares capital rights (Shares)

1 Grande Asset Hotels and Property Public Company Limited 93,750,000 100.00 100.00 Total 93,750,000 100.00 100.00

3.3.6. Change of the Board of Directors According to Form 247-4, after the closing of the Tender Offer, the Tender Offeror has plan to change the Board of Directors (At present, the Board of Directors of ROH consists of three directors nominated by STARWOOD, two directors nominated by THAI and two directors nominated by MBK Hotels and Resorts

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Co.,Ltd. Therefore, After the completion of the Tender Offer, the Offerors may make changes to the Board of Directors as deemed appropriate, such as any resignation or retirement by rotation of any board members or appointment of additional board members. Should there be any such changes in the board of directors’ composition, the Offerors will take appropriate actions in conforming to ROH’s Articles of Association and/or applicable laws including informing all shareholders through SET Portal.

IFA has viewed that since there is no disclosure on the agreement between the Tender Offeror and MBKHR (Shareholder Agreement) especially on the parts of director nomination. In addition, the regulations of ROH specifies that director has to be appointed by most shareholders who have 1 voting right per share and the number of directors cannot be lower than 5. Therefore, without the shareholder agreement between the Tender Offeror and MBKHR, the current shareholder structure (the Tender Offeror holding 68%) enables the Tender Offeror to dominate 4 directors out of 5 directors (the minimum number). Nonetheless, the IFA believes that the Tender Offeror will nominate the expertise person with knowledge and skill in operating hotel business. In addition, the Board of Directors meeting No. 3/2018, held on 3 May 2018, passed a resolution to appoint Mr. Wichai Thongtang, Dr. Bhichit Rattakul, Mr. Chainid Adhyanasakul, Mr. Vitavas Vibhagool, and Ms. Wilawun Leongnarktongdee as directors of the Company, replacing directors who have resigned, namely Mrs. Christina Shui-Yin Chan, Mr. Karl Ashley Hudson, Mr. Sanjay Malhotra, Mr. Narongchai Wongthanavimok, and Mr. Krittaphon Chantailitanon. The appointment of directors shall be effective from 3 May 2018 with the details as follow:

The Board of Directors before the The Board of Directors after the Position submission of the Tender Offer completion of the Tender Offer 1. Mr. Somchai Bulsook 1. Mr. Somchai Bulsook Chairman of the Board of Directors/Independent Director 2. Mr. Suphadej Poonpipat 2. Mr. Suphadej Poonpipat Director 3. Mr. Suvait Theeravachirakul 3. Mr. Suvait Theeravachirakul Director 4. Mrs. Christina Shui-Yin Chan 4. Mr. Wichai Thongtang* Director 5. Mr. Karl Ashley Hudson 5. Dr. Bhichit Rattakul* Director 6. Mr. Sanjay Malhotr 6. Mr. Chainid Adhyanasakul* Director 7. Mr. Narongchai Wongthanavimok 7. Mr. Vitavas Vibhagool* Director 8. Mr. Krittaphon Chantalitanon 8. Ms. Wilawun Leongnarktongdee* Director 9. Mr. Pakorn Thavisin 9. Mr. Pakorn Thavisin Independent Director/Chairman of the Audit Committee 10. Gen. Winit Krachangson 10. Gen. Winit Krachangson Independent Director/Audit Committee 11. Mr. Serm Phenjati 11. Mr. Serm Phenjati Independent Director 12. Mr. Annop Suthakavatin 12. Mr. Annop Suthakavatin Independent Director/Audit Committee Source: SET Remark: * Appointed by the Tender Offeror

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3.3.7. Related Party Transaction At present, ROH has no transaction with the Tender Offeror. However, the related party transaction may occur as the tender offeror and the company have similar business if there will be any related party transactions in the future, these transactions are expected to be similar to those of normal business, transactions for supporting the Company’s operation and developing the Business or financial supporting between the Tender Offeror, the Company and the related parties. These transactions are expected to be appropriate with specific conditions as in the same respect of doing the transaction with unrelated parties and being in compliance with the rules and regulations of the SET, the SEC and the Capital Market Supervisory Board. In addition, the offeror cannot estimate the size of the possible related parties transaction since there is still uncertainty on the possible future related parties transaction In addition, the Tender Offeror should make the future related transaction to be similar to those of normal business transaction in accordance with the financial status of the Tender Offeror and the Company by considering the appropriateness and laws, rules and regulations imposed by the SET, the SEC and the Capital Market Supervisory Board.

IFA has viewed that the Tender Offeror shares the same view with the Company so that there is the possibility for the occurrence of related transactions which was disclosed in the Form 247-4. Nonetheless, the Company and the Tender Offeror are both listed on the SET so that the future related transactions shall be considered with care and cautiousness to ensure that the transaction is in accordance with the arm’s length transaction.

4. The Opinion of the IFA to the business plan and policies of the Tender Offeror The IFA has considered the business plan and the policies that the Tender Offeror has stated in the Tender Offer (247-4) and the interview with the Company's management has commented on the benefits and impact of the plan. The IFA is of the opinion that the investment of the Offeror to affect the Company as follow:

Policies and Business Plan of the Tender Offeror IFA’s Opinions Company status According to Form 247-4, the Tender Offeror has no After the Tender Offer, the Tender Offeror has clear policy to remain intention to sell or transfer securities of the Business the company status as a listed company in SET so that minor received from this Tender Offer to other persons during shareholders of the Company will not be affected and can continue the period of 12 months from the last day of the Offer trading shares of the Company in SET as usual after 12 months from Period. the last day of the Offer Period. However, the Company might face risk from the case that the Tender Offeror intends to delist the company from the SET providing that MBKHR decides to sell all of its shares equaling to 29.85% of total issued and paid-up shares (during the Offer Period or after the Offer Period), The Tender Offeror will hold the Company’s share totaling of 97.86% of total issued and paid-up shares compared to minor shareholders who holds 2.14% of total issued and paid-up shares (in the event that

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Policies and Business Plan of the Tender Offeror IFA’s Opinions there are no others intend to sell the securities). The result will disqualify the Company from maintaining company’s operation on the SET according to the condition of maintaining a status of listing company in the issued of Free Float which is the current problem of the Company, so the chance of delisting decision is high. In addition, the Tender Offer can delist the Company from the SET suddenly because of having absolute power (Normally, the permission to delist the company needs the votes 3 out of 4 from total paid-up shares of the Company and no disagreeing shareholders more than 10% of total paid-up capital of the Company). The Tender Offer also need to make Tender Offer again after the decision to delist the Company to give opportunity to the Company’s shareholders to sell their securities. Plan to sell shares of the Business According to Form 247-4, the Tender Offeror has no The Company’s shareholders may be affected from the change in intention to either sell or transfer the issued. However, if the Company’s major shareholders because the Tender Offeror has the Tender Offer, is successful the Offerors, including intention to either sell or transfer the issued share capital of the the major shareholders of the Tender Offeror such as Company to others. However, if the Tender Offeror sells their shares Metro Premier Holding Company Limited, Property to the public, the Company may not face the problem that the Perfect Public Company Limited, and Thai Property Company does not comply with the regulations of the SET in the Public Company Limited, may float some shares for issue of Free Float which requires a company to maintain not less restructuring and in order to meet the Free Float than 150 minority shareholders, whose shares in aggregate shall requirements but will maintain more than 50.00% stake be not less than 15 % of the total issued shares of the listed in ROH. In the event of changing decisions, the Tender company. However, if the company cannot comply with Offeror will further perform appropriate actions to highly requirement, company will not be charged the additional fee. benefit the Company and will notice shareholders and According to form 247-4, the Tender Offeror seems to solve the investors through the SET onward. In addition, if the Free Float problem by using 1st method from 4 methods 1) selling major shareholders of the offeror change their the holding shares to the public 2) Public offering (“PO”) 3) shareholding stake which cause chain principle to the Delisting 4) paying fee to the SET which is the current method of company, the major shareholders of the offeror will the Company. comply with all related SET and SEC rules and regulations

Policies and plan for business operation The Tender Offeror has no intention to change objectives The Tender Offeror has low chance to change policies, operating strategies, operating plan and business plan of the plan and business plan of the Business during 12 months as Business. specified in Form 247-4. However, the Tender Offeror might change the policies and business plan in the future since the Tender Offeror is in the same business sector and has knowledge, skills and experience both in hotel operation and real estate development. In addition, nowadays most hotel development companies tend to add condominium to their business in order to decrease finance cost (as can be seen from Four Season Bangkok and Icon Siam)

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Policies and Business Plan of the Tender Offeror IFA’s Opinions so that the long-term plan could be changes and the main factor resulting in the change in business plan is the shares holding ratio of MBKHR in future. Dividend Policy The Tender Offeror does not intend to change the If there are no significant changes in the Company during 12 current dividend payment policy of ROH within 12 months, the Company is likely to has the same dividend policy months from the closing of the Tender Offer. according to the Form 247-4. However, with the renovation plan in Nevertheless, if necessary or if there are any significant 2019 in the amount of 940.20 million Baht, IFA forecasted loss in changes in the financial performance, the business operation in 2019 which could affect the ability to pay dividend. environment, or any other events affecting ROH, the Nonetheless, without the disclosure on dividend policy from the dividend policy of ROH may be adjusted in the future to Tender Offer, IFA has not enough information to analyze the ability optimize ROH’s financial standing and performance, or to pay dividend of the Company. Still, the IFA believes that long- to increase efficiency and utilize ROH’s competitive term dividend policy of the Company might be changed to suit with advantages. Moreover, in the event that the Company policies, plan for business operation and future capital expenditure. has financial liquidity and excess working capital, the Company might purpose dividend payment policy to Board of Directors’ meeting and/or Shareholders’ meeting in future. Change of the Board of Directors After the completion of the Tender Offer, the Offerors Since there is no disclosure on the agreement between the Tender may make changes to the Board of Directors as deemed Offeror and MBKHR (Shareholder Agreement) especially on the appropriate, such as any resignation or retirement by parts of director nomination. In addition, the regulations of ROH rotation of any board members or appointment of specifies that director has to be appointed by most shareholders additional board members. Should there be any such who have 1 voting right per share and the number of directors changes in the board of directors’ composition, the cannot be lower than 5. Therefore, without the shareholder Offerors will take appropriate actions in conforming to agreement between the Tender Offeror and MBKHR, the current ROH’s Articles of Association and/or applicable laws shareholder structure (the Tender Offeror holding 68%) enables the including informing all shareholders through SET Portal. Tender Offeror to dominate 4 directors out of 5 directors (the minimum number). Nonetheless, the IFA believes that the Tender Offeror will nominate the expertise person with knowledge and skill in operating hotel business.

Related Party Transaction At present, ROH has no transaction with the Tender The Tender Offeror shares the same view with the Company so that Offeror. However, therelated party transaction may there is the possibility for the occurrence of related transactions occur as the offeror and the company have similar which was disclosed in the Form 247-4. Nonetheless, the Company business if there will be any related party transactions and the Tender Offeror are both listed on the SET so that the future in the future, these transactions are expected to be related transactions shall be considered with care and similar to those of normal business, transactions for cautiousness to ensure that the transaction is in accordance with supporting the Company’s operation and developing the the arm’s length transaction. Business or financial supporting between the Tender Offeror, the Company and the related parties. These transactions are expected to be appropriate with

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Policies and Business Plan of the Tender Offeror IFA’s Opinions specific conditions as in the same respect of doing the transaction with unrelated parties and being in compliance with the rules and regulations of the SET, the SEC and the Capital Market Supervisory Board. In addition, the offeror cannot estimate the size of the possible related parties transaction since there is still uncertainty on the possible future related parties transaction.In addition, the Tender Offeror should make the future related transaction to be similar to those of normal business transaction in accordance with the financial status of the Tender Offeror and the Company by considering the appropriateness and laws, rules and regulations imposed by the SET, the SEC and the Capital Market Supervisory Board.

5. Benefit and impact to Shareholders who reject the offer (only for the case that the Tender Offer is for delisting) -None- Because this Tender Offer is not the Tender Offer for delisting

6. Summary of the Material Information of Any Contract/ Agreement/ Memorandum of Understanding, before entering to the Tender Offer for the Purpose of Purchase Securities of the Company

Contract Securities Sale and Purchase Agreement of Royal Orchid Hotel (Thailand) Public Company Limited Parties Purchaser: Grande Asset Hotels and Property Public Company Limited Seller: Starwood Hotels (Thailand) Co., Ltd. Date of Contract 27 January 2017 Date of Sale of Securities 25 April 2018 Sale Securities Ordinary share of 41,250,235 shares, equivalent to 44.00% of the total number of paid-up shares of ROH Purchase Price 35.00 Baht per share, totaling of 1,443,758,225.00 Baht Pre-closing undertakings GRAND had made a deposit of Baht 144.38 million ( 10.00% of the transaction size) to STARWOOD which shall be returned, only, if STARWOOD does not comply with the agreement Post-closing undertakings GRAND shall ensure that the directors nominated by GRAND are appointed to replace the directors nominated by STARWOOD within 15 days from the date of completion of the sale and purchase of shares. STARWOOD shall, upon GRAND’s request, provide cooperation in the appointment of a) the directors nominated by GRAND to ensure that the persons nominated by GRAND could become directors in replacement of

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

the directors nominated by STARWOOD, and b) the directors nominated by GRAND to replace the directors nominated by THAI1/ Remark: 1/ At present, the Board of Directors of ROH consists of three directors nominated by STARWOOD, two directors nominated by THAI and two directors nominated by MBK Hotels and Resorts Co.,Ltd. Therefore, after GRAND becomes the shareholder of ROH, it will nominate five persons as the directors of ROH Source: 247-4

Contract Securities Sale and Purchase Agreement of Royal Orchid Hotel (Thailand) Public Company Limited Parties Purchaser: Grande Asset Hotels and Property Public Company Limited Seller: Thai Airways International Public Company Limited Date of Contract 18 January 2018 Date of Sale of Securities 23 April 2018 Sale Securities Ordinary share of 22,500,000 shares, equivalent to 24.00% of the total number of paid-up shares of ROH Purchase Price 41.00 Baht per share, totaling of 922,500,000.00 Baht Pre-closing undertakings GRAND had made a deposit of Baht 10.00 million with THAI. Which shall be return once THAI transfer ROH share to GRAND. However, if ROH shares cannot be transferred to GRAND due to any mistake did not caused by GRAND, THAI shall return this deposit too Post-closing undertakings None Source: 247-4

7. The Opinion of the Independent Financial Advisor Based on the information and the reason as mentioned above. IFA has opinion that shareholders should reject this Tender Offer base on 2 main reasons. 1. The Tender Offer Price of Baht 41.00 per share is inappropriate because IFA views that the most appropriated method is DCF Approach which has appropriate price range of ordinary shares is between Baht 43.32 – 47.03 per share higher than the Offer Price of Baht 41.00 per share by Baht 2.32 – 6.03 or 5.65% – 14.71% respectively.

(Unit: Baht / Share) Valuation Approach Share value Offer Price Higher (Lower) than Higher (Lower) than (Baht/Share) Offer Price Offer Price as % 1) Book Value 10.18 41.00 (30.82) (75.17) 2) Adjusted Book Value 30.72 41.00 (10.28) (25.07) 3) Market Price1/ 36.62 - 36.77 41.00 (4.38) - (4.23) (10.67) - (10.32) 4) Price to Book Value Ratio 23.71 - 31.17 41.00 (17.29) - (9.83) (42.17) - (23.98) 5) Price to Earnings Ratio 92.12 - 125.41 41.00 51.12 - 84.41 124.68 - 205.87 6) Discounted Cash flow2/ 43.32 - 47.03 41.00 2.32 - 6.03 5.65 - 14.71 Remark: 1/ Market value between 3-23 January 2018 (7-15 working days) before the announcement of GRAND investment in ROH 2/ Share value of the Company based on WACC between (7.63% - 8.13%)

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

2. In the event that the Tender Offeror intends to delist the Company from the SET, minor shareholders of the Company shall have more chance to sell their shares. In addition, reasons and factors to delist the Company is mostly relied upon the percentage of shares held by MBKHR (who is currently holding the Company’s shares 29.85% of total issued and paid-up shares). If MBKHR decides to sell their shares, the Tender Offeror will hold the Company’s shares totaling of 97.86% of total issued and paid-up shares resulting in the absolute power in management and ability to delist the Company from the SET suddenly after 12 months from the closing of the Tender Offer. Further, the Tender Offeror will have to make another Tender Offer to give opportunity to the Company’s shareholders to sell their shares.

3. The Tender Offeror may re-sell the Company's shares back on SET to increase the liquidity and solve the problem of free float, resulting in a significant increase in the stock liquidity. If this Tender Offer is successful, average cost of the Tender Offeror will be 38.36 Baht per share (100% shareholding). Therefore, it is likely that the Tender Offeror shall sell its shares over 38.36 baht per share, resulting in the minority shareholders may be able to sell their shares in decided time, volume and price

4. Accroding to the analysis of source of fund for the Tender Offer (Section 1.13 source of fund for the Tender) IFA’s opinion that there is a reason to believe that the Tender Offeror may not have insufficient fund for this Tender Offer of all remaining shares of the Company.

In considering whether to accept or reject the tender offer, shareholders may consider the reasons and comments on various issues in the IFA presented in this report. The decision to accept or reject is depending solely on shareholders.

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Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Discover Management 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.

Yours sincerely, Discover Management Company Limited

(Mr. Vuthichai Tumasaroj) (Mr. Kanokporn Pongjetanapong)

Director Director

รองกรรมการผู้จัดการ รองกรรมการผู้จัดการ

(Mr.Natthawut Ananthanawat) Supervisor

Contact: Discover Management Co., Ltd.

02-651-4447 [email protected]

Discover Management Company Limited Page 65/65

Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Attachment 1 Valuation report on land includes building of Royal Orchid Hotel (Thailand) Public Company Limited

In evaluating the Company using Adjusted Book Value Approach, the Company’s properties have been appraised for the public purpose by the appraiser appointed by the Company which are KTAC Appraisal and Services Company Limited (“KTAC”). KTAC is the assessed property value company in the capital market and accredited by The Valuers Association of Thailand (“VAT”) and is the assessed property value company in the capital market accredited the SEC. The objective is the valuations for public purposes. The appraiser choose to use Cost Approach as the primary methods and Income Approach for considering the property valuation, review of accuracy and appropriate to the value of property valuation only. By the independent appraisers assess the details as follows:

1. Summary of asset appraisal of land includes building located on Royal Orchid Sheraton Hotel & Towers – Bangkok on April 11, 2018 Details of Subject Property

Type of property Land includes building (Hotel) Royal Orchid Sheraton Hotel & Towers Bangkok No. 2 Charoen Krung Soi 30 (Captain Bush Lane), Charoen Location of the subject property Krung Road Bangrak Sub-District, Bangkok District, Bangkok Metropolis, Thailand 10500 Land title deeds no. 2722, 2747, 4345, 5488 and 7401 5 Title deeds Total extents of land are 5-1-65 Rai or Rights Document 2,165 Wah² List of Building A 28-Storey Hotel Tower with basement (Capacity: 729 rooms) Current Land Owner Thai Royal Orchid Real Estate Company Limited Age of the building 35 years Mortgage / Commitment Burden The subject property is currently not mortgaged to any financial institution Town Plan Restriction The subject property located in administrative regulation of Bangrak District Office and any construction must receive a prior building permit from the office above The subject property is located in Commercial Zone (Red Color Zoning) of Town Plan Restriction Area according to the examination of records at the Department of Town and Country Planning of Bangkok Metropolis Purpose of valuation To know the fair value and Valuations for Public Purposes Cost Approach Valuation Approaches Income Approach From consideration the physical characteristic of the subject property such as location, shape, land level, developing potential of land, the use of land around the subject property area, Law’s condition and Highest and best use restriction. The valuer suggested that the best use of subject property is for Commercial purpose (Hotel / Accommodations for rent). Therefore, subject property is already in highest and best use. Market Value of the property - Cost Approach Baht 2,221,200,000 (Round down)

Discover Management Company Limited Page 1 | Attachment 1 Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

- Income Approach Baht 2,581,500,000 (Round down) Appraiser KTAC Appraisal and Services Company Limited (“KTAC”) Date of Valuation and inspection April 11, 2018

Location

1.1 Using “Cost Approach” to evaluate the value of the building (Cost Approach) The Independent Appraiser appraised the subject property with Cost Approach. Since the subject property is a land with building being use in a commercial purpose (Hotel Industry) and located on 5 plots of land with total land extent: 5-1-65 Rai or 2,165 Square Wah, Hotel building is a special structural type of the building which is unable to acquire a suitable market comparable data to compare the price of the whole building. As a result, our company only uses “Market Comparison Approach” to evaluate the price of vacant land only, then adds the current value of the building and development section which evaluated by using “Cost Approach”. KTAC selected information of 3 lands with close potential to the subject property and 2 lands with buildings by considering factors affecting value, such as location, accessibility, ground level, figure of land, extent of land, characteristic of land, infrastructure, environment and highest and best use of land before using the Weighted Quality Score : WQS to adjust the price in order to compare with the subject property with the details of market information of land and score from WQS and the evaluation of land and building with the Cost Approach located in Bangkok can be summarized briefly as follow:

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Detail used from Market Comparison Details The asset Comparable data 1 Comparable data 2 Comparable data 3 Comparable data 4 Comparable data 5 Character of property Land includes Building Vacant land Fronting onto Vacant land Fronting onto Vacant land Fronting onto Vacant and Building Vacant and Building (Hotel) Chaophraya river Chaophraya river Chaophraya river Situated Location Charoen Krung Soi 30 (Captain Soi Charoen Krung Soi 70, Fronting onto Charoen Soi Charoen Krung Soi 7611, Fronting onto Worajack Fronting onto Bush Lane), Charoen Krung Charoen Krung road. Nakhon Road Charoen Krung road. Road. Bamrungmuang Road. Road. Extent of land 5-1-65 Rai (2,165 Sq. Wah) 4-0-78 Rai (1,678.0 Sq. Wah) 4-3-74 Rai (1,774 Sq. Wah) 1-2-67 Rai (667 Sq. Wah) 2-0-50 Rai (850.0 Sq. Wah) 2-3-00 Rai (1,100.0 Sq. Wah) Figure of land Polygon shape Polygon shape Like a Rectangular shape Polygon shape Polygon shape Rectangular shape Width x Deep 140.00 meters fronting onto 4.00 meters fronting onto the 21.00 meters fronting onto the 40.00 meters fronting onto the the frontage road. frontage road. frontage road. frontage road. Side fronting onto the road 2 sides 1 side 2 sides 1 side 3 sides 2 sides Ground level The land is fully filled and Filled and graded already Filled and graded already Filled and graded already Filled and graded already Filled and graded already graded (0.30 Meters above (as high as the road level) (as high as the road level) (as high as the road level) (as high as the road level (as high as the road level the road level) about 0.20 m.) about 0.10 m.) Building's details A 28-Storey Hotel Tower with 2 storey commercial building 2 storey commercial building basement with mezzanine End of July with mezzanine End of July 2018 ended. 2018 ended. Access's right Public Road Public Road Public Road Public Road Public Road Public Road Accessibility Public reinforced concrete Public reinforced concrete Public reinforced concrete Public reinforced concrete Public reinforced concrete Public reinforced concrete road, 12.00 m. width (Total road, 4.00 m. width (Total road, 12.00 m. width (Total road, 4.00 m. width (Total road, 12.00 m. width road, 12.00 m. width boundaries: 15.00 m.) boundaries: 5.00 m.) Surface boundaries:20.00 m.) boundaries: 6.00 m.) Surface (Total boundaries: -.00 m.) (Total boundaries: -.00 m.) Surface is in a medium is in a medium condition. Surface is in a medium is in a medium condition. Surface is in a good Surface is in a good condition. condition. condition. condition. Utilities Complete with electricity, Complete with electricity, Complete with electricity, Complete with electricity, Complete with electricity, Complete with electricity, water system, telephone water system, telephone water system, telephone water system, telephone water system, telephone water system, telephone system, sewerage system system system system system system Town plan Red Color Zoning Red Color Zoning Red Color Zoning Red Color Zoning Red Color Zoning Red Color Zoning Restriction and regulation Location and surrounding Commercial area Living and Commercial area Commercial area Commercial area Commercial area Commercial area Location Comparing with Situated location is Inferior to the Situated location is Inferior to the Situated location is superior to the Situated location is similar to the Situated location is similar to the subject property subject property subject property subject property

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Detail used from Market Comparison Details The asset Comparable data 1 Comparable data 2 Comparable data 3 Comparable data 4 Comparable data 5 subject property subject property Development potential commercial purpose (under Living and commercial Commercial purpose (Office Commercial purpose Commercial purpose (Office Commercial purpose (Office the name of "Royal Orchid purpose and Condominium) and Condominium) and Condominium) Sheraton Hotel & Towers- Bangkok") Condition Offer to sell Offer to sell Offer to sell Offer to sell Offer to sell Date I month I year On Survey Date On Survey Date On Survey Date On survey date. On survey date. Seller I interviewee Khun Kulwadee Khun Nhing Mr. Korkait Khun Hong Khun Saraphee or khun Kraft Telephone No. 02-119-2998 081-907-4145, 086-977-7871 086-340-8967, 080-623-1724 080-456-4585 086-569-1699 Price 386,175.-Baht I Square Wah 300,000.-Baht I Square Wah 320,000.-Baht I Square Wah 750,000.-Baht I Square Wah 585,000.-Baht I Square Wah

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Appraising Value by Market Approach The data that use for appraising value in this time has some factors that are different from the appraised asset affecting the value so the Independent Appraiser chose to use Weighted Quality Score by assigning weight to each factor affecting he appraised asset. If the factor has significant effect on the value, the factor will have more weights which the sum of all factors’ weights is 100%. The appraiser will decide on the score of each factor. The sum of product between score and weight is Weighted Quality Score

The table showing details of appraisal value, adjusted with market data Market Comparative Data Subject Detail of property 1 4 5 Property Extent of land (Square wah) 1,678.0 850.0 1,100.0 2,165.0 Offer Price (Bath/Square wah) 386,175 750,000 585,000 ???? Negotiable (Bath) -16,175 -50,000 -15,000 ???? Net Sell Price (Bath) 370,000 700,000 570,000 ????

Table showing asset analysis: by Weighted Quality Score (WQS) with relevant factors Score’s level Definition Low Fair Medium Good Very Good Score’s range 1-2 3-4 5-6 7-8 9-10

Weight Market Comparative Data Subject Consideration’s Factors (%) 1 4 5 Property

1. Location of property 1.1 General Location 15 6 8 7 8 1.2 Environments and Surroundings 10 6 7 6 8

2. Geography 2.1 Extent of land 15 7 10 8 6 2.2 Shape 10 7 7 7 7 2.3 Width X Length 5 6 7 6 8 2.4 Ground Level 5 6 7 7 7

3. Utilities 3.1 Frontage Road 10 5 8 7 6 3.2 Access Right 5 7 7 7 7 3.3 Electricity 2 8 8 8 8 3.4 Water supply 3 8 8 8 8 4. Usability and Restriction 4.1 Suitable and Best use 5 5 8 7 9 4.2 Rapid to sell 10 6 8 6 7 4.3 Restriction under regulations 5 5 5 5 5 Total of weight Scale Quality Comparison 100 620 780 685 710 Comparison Ratio - 1.1452 0.9103 1.0365 1.0000 Value depended on comparison ratio - 423,710 637,179 590,803 ????

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Weight Market Comparative Data Subject Consideration’s Factors (%) 1 4 5 Property Comparison Weight - 16.99% 21.84% 61.17% 100.00% Correlated Value - 71,990 139,190 361,365 572,544 Value of fair Market Comparison Per Square wah (Rounded) 570,000

Regarding to the Market Approach by considering factors, such as location quality, accessibility, location, land shape and size, land quality, infrastructure, environment, utilization and potential, the market value of land appraised by the Independent Appraiser is Baht 570,000 per sq.wah. Thus, the value of land from the valuation of Independent Appraiser equal to Baht 1,234,0500,000 (Rounded)

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Appraising Value for the building's cost (Value of the building) The valuation of KTAC Appraisal and Services Company Limited is based on Cost Approach deducted the depreciation based on usage and added with market value of land, detail of valuation is as follow:

List Type of Building/ Development Section Usable Area Cost per Unit Replacement Cost New Age of Building Deprecation Value of Building (Square Meter) (Baht/Unit) (Baht) (Years) (%) Current Value Value / Unit 1 A28- Storey Hotel Tower with basement (Capacity: 729 rooms). Under the name of “Royal Orchid Sheraton Hotel & Tower” Total Usable Areas: 67,253.51 Square Meters Including of: Useful Allocation: Lodging rooms 39.22% Retail Areas (able to rent) 7.91% Central Capital area 52.87% 1.1 Usable areas inside the building 1.1.1 Basement, G Floor, 1st - 3rd Floor - Basement 1-2 Car Parking 4,578.02 12,000.00 54,936,240.00 35 35.00% 35,708,556.00 Master room 6,630.33 21,400.00 141,889,062.00 35 35.00% 92,227,890.30 - G floor and 1st- 3rd Floor Car Parking 918.59 12,000.00 11,023,080.00 35 35.00% 7,165,002.00 Lobby 1,478.33 27,050.00 39,988,826.50 35 35.00% 25,992,737.23 Master room 11,259.71 21,400.00 240,957,794.00 35 35.00% 156,622,566.10 Swimming Pool and Pathway 397.50 18,000.00 7,155,000.00 35 35.00% 4,650,750.00 1.1.2 1st- 3rd Floor - Retail Areas I Conference I Seminar 5,321.03 21,400.00 113,870,042.00 35 35.00% 74,015,527.30 1.1.3 4th- 28th Floor - Lodging rooms 26,378.00 27,050.00 713,524,900.00 35 35.00% 463,791,185.00 - Corridors 10,292.00 16,500.00 169,818,000.00 35 35.00% 110,381,700.00 Total Usable Areas (Inside the Building) 67,253.51 1,493,162,944.50 Current Value Equal 970,555,913.93 970,555,913.93 (Rounded) 970,560,000.00 970,560,000.00 Deduct Structural infrastructure -10% - 97,055,591.39 - 97,055,591.39 Insurable Value - (Rounded) 873,500,000.00 873,500,000.00 1.2 Development Section I Facilities

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List Type of Building/ Development Section Usable Area Cost per Unit Replacement Cost New Age of Building Deprecation Value of Building (Square Meter) (Baht/Unit) (Baht) (Years) (%) Current Value Value / Unit 1.2.1 - Elevators and Equipment Capacity: 1,140 Kilograms 8.00 3,000,000.00 24,000,000.00 35 60.00% 9,600,000.00 Capacity: 1,400 Kilograms 7.00 2,500,000.00 17,500,000.00 35 60.00% 7,000,000.00 1.2.2 - Escalators Total Cost for Development Section - - 41,500,000.00 Current Value Equal 16,600,000.00 16,600,000.00 Insurable Value - (Rounded) 16,600,000.00 16,600,000.00 Remark 1. Building's age is 35 years old, but the building received an appropriate maintenance and renovation. Therefore, the valuer considered to deduct depreciation cost at 35% 2. Development Section/Facilities age is 35 years old, but the building received an appropriate maintenance and renovation. Therefore, the valuer considered to deduct depreciation cost at 60%

Summary of appraisal the value of the building using Cost Approach

List Appraisal price (Baht) Land 1,234,050,000 Building 970,560,000 Development Section 16,600,000 Total 2,221,200,000

Thus, from the valuation of Independent Appraiser, the value of building equals to Baht 970,560,000 and Development Section equal to Baht 16,600,000. Therefore, the value of land and building located at Bangkok is equal to Baht 2,221,200 (Rounded).

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1.2 Using “Income Approach” to evaluate the value of the building (Income Approach)

Since to the subject property is an "Income Producing Property" (Hotel) which can gain money from room rent including its other operations, the estimation of income of property from the vicinity of the property location amount of 5 comparable data from consideration which are location quality, accessibility, facilities, rental rate, infrastructure, environment and utilization, and potential that cause effect to the asset for the comparison of land is used. KTAC evaluated the value of property by analyzing with Income Approach – Discount ed Cash Flow Method, expecting that the income of property in the future will not be stable and depend on the market condition. By considered of the Market Comparison Approach and income of property as follows:

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Detail used from Market Comparison Details The asset Comparable data 6 Comparable data 7 Comparable data 8 Comparable data 9 Comparable data 10 Type of property Land includes Building Land includes Building Land includes Building Land includes Building Land includes Building Land includes Building (Hotel) (Hotel) (Hotel) (Hotel) (Hotel) (Hotel) Address: “Royal Orchid Hotel (Thailand) "Mandarin Oriental Hotel "Peninsula Hotel Bangkok" "Millennium Hilton Bangkok "Shangri-La Hotel "Bangkok Marriott Resort & Public Company Limited” Bangkok" Hotel" Bangkok" Spa Hotel" 333 Charoen Nakhorn Road. Charoen Krung Soi 30 123 Charoen Nakhorn Road. 89 Charoen Krung Road. 257 Charoen Nakhorn Road. (Captain Bush Lane), Charoen No. 48 Charoen Krung Road. Krung Road. Quantity of rooms 729 rooms 368 rooms 370 rooms 533 rooms 802 rooms 396 rooms Occupancy Rate (Per year) 70% 70-75% 75-80% 75-80% 65-75% Room's Type(s) Superior Room Superior Deluxe (Deluxe River View) Deluxe Deluxe Room Deluxe Room Deluxe Executive Suite (Deluxe River Deluxe River View Deluxe Premier River View Premier Room Grand Deluxe View Suite) Junior Suite Balcony Junior Suite Premier Deluxe Suite Adjacent road 2 sides 1 side 1 side 1 side 1 side 1 side Facilities I Capital Properties Internet service, Business Internet service, Business Internet service, Business Internet service, Business Internet service, Business Internet service, Business Service Center, Club Service Center, Club Service Center, Club Service Center, Club Service Center, Club Service Center, Club House, Tennis Courts, House, Tennis Courts, House, Tennis Courts, House, Tennis Courts, House, Tennis Courts, House, Tennis Courts, Swimming pool, Spa, Swimming pool, Spa, Swimming pool, Spa, Swimming pool, Spa, Swimming pool, Spa, Swimming pool, Spa, Fitness and Fitness and Fitness and Fitness and Fitness and Fitness and Streaming room, etc. Streaming room, etc. Streaming room, etc. Streaming room, etc. Streaming room, etc. Streaming room, etc. Access's right Public Road Public Road Public Road Public Road Public Road Public Road Accessibility Public reinforced concrete Public reinforced concrete Public reinforced concrete Public reinforced concrete Public reinforced concrete Public reinforced concrete road, 12.00 m. width. road, 12.00 m. width. road, 12.00 m. width. road, 12.00 m. width. road, 12.00 m. width. road, 12.00 m. width. Surface is in a medium Surface is in a medium Surface is in a medium Surface is in a medium Surface is in a medium Surface is in a medium condition. condition. condition. condition. condition. condition. Utilities Complete with electricity, Complete with electricity, Complete with electricity, Complete with electricity, Complete with electricity, Complete with electricity, water system, telephone water system, telephone water system, telephone water system, telephone water system, telephone water system, telephone system, sewerage system system system system system system

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Town plan Commercial Zone (Red Color) Commercial Zone (Red Color) Commercial Zone (Red Commercial Zone (Red Color) Commercial Zone (Red Color) Commercial Zone (Red Color) Color) Location and surrounding Central Business District Central Business District Central Business District Central Business District Central Business District Central Business District (CBD) (CBD) (CBD) (CBD) (CBD) (CBD) Location Comparing with the Commercial area Similar to the subject Similar to the subject Similar to the subject Similar to the subject Similar to the subject subject property property property property property property Development Potential Commercial Purpose (Hotel) Commercial Purpose (Hotel) Commercial Purpose (Hotel) Commercial Purpose (Hotel) Commercial Purpose (Hotel) Commercial Purpose (Hotel) Seller I interviewee www.royalorchidsheraton.com www.mandarinoriental.com www.Peninsula.com www.hilton.com www.agoda.com www.bangkok- riverside.anantara.com Telephone No. 02-266-0123 02-659-9000 02-020-2888 02-442-2000 02-787-3383 02-476-0022 Date I month I year 11 April 2018 11 April 2018 11 April 2018 11 April 2018 11 April 2018 11 April 2018 Rental Rate (Baht I Night) - Superior Room - Superior - Executive - Deluxe - Deluxe Room 15,150.- Baht I Night 6,000.- Baht I Night 5,000 – 5,800.- Baht I Night 6,500.- Baht I Night 4,600.- Baht I Night - Deluxe Room - Deluxe บาท - Deluxe River View - Deluxe Premier River View 13,850.-Baht I Night 6,690.- Baht I Night - Lounge Access 7,000 – 7,600.- Baht I Night 4,900.- Baht I Night - Premier Room - Grand Deluxe 5,600- 6,400 .- Baht I Night - Krungthep River View Room - Junior Suite 16,000 .- Baht I Night 8,500.- Baht I Night บาท 2 Twin Beds 6,600.- Baht I Night - Balcony - Sweet suite 7,300 – 7,900 .- Baht I Night - Junior Suite Premier 9,300.- Baht I Night 6,100 - 6,940.- Baht I Night - Krungthep Deluxe, Balcony 8,300. - Baht I Night - Deluxe Suite บาท Room 2 Beds 12,174.- Baht I Night 10,100.- Baht I Night

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Discounted Cash Flow According to the information of the subject property, the evaluation estimated income from the Hotel assumed that the Hotel operates with constant performance in present year (Year 2018) for the next 6 years then discounted to be the present Value. The important thing is that the future income estimated is not stable and depend on Market condition , Inflation , Interest, etc. KTAC set them with 3% growth rate in Year 2- 6, 2,750 Baht average room rate (Considered from the Average Room Rate which received from the hotel information) and 70% occupancy rate based on the high demand for medium – quite high hotels located in central Bangkok along the Chao Phraya River and high supply from intense competition. Further, the occupancy rate at 70% in year 1-2 will be adjusted with 5% growth rate every 2 year in the year 3-6. As for the discount rate, KTAC set at 12% from the survey of required rate of return and real estate discount rate asking specialists. With return rate at 9%, the details of appraisal are as follow:

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Year 1 2 3 4 5 6 Departmental Revenue 2018 2019 2020 2021 2022 2023 Room Revenue Total guest room 726 726 726 726 726 726 Total Available Room 264,990 264,990 264,990 264,990 264,990 264,990 Average Room Rate 2,750 2,833 2,917 3,005 3,095 3,188 Occupancy Rate 70% 70% 75% 75% 80% 80% year 2019 - Growth Rate 3.0% 2023 and 3% 0% 3% 3% 3% 3% 3% in next year Revenues Room 510,105,750 525,408,923 579,826,275 597,221,063 656,146,875 675,831,281 of room Food&Beverage 30.0% 153,031,725 153,031,725 157,622,677 162,351,357 167,221,898 172,238,555 revenue of room Other Revenue 5.0% 25,505,288 25,505,288 26,270,446 27,058,560 27,870,316 28,706,426 revenue Total Gross Revenue 688,642,763 703,945,935 763,719,398 786,630,980 851,239,089 876,776,262 Department Expenses of room Room 13.0% 66,313,748 68,303,160 75,377,416 77,638,738 85,299,094 87,858,067 revenue of Food&Beverage 55.0% Food&Bevera 84,167,449 84,167,449 86,692,472 89,293,246 91,972,044 94,731,205 ge revenue of Other Other Revenue 30.0% 7,651,586 7,651,586 7,881,134 8,117,568 8,361,095 8,611,928 Revenue Total of Department Expenses 158,132,783 160,122,195 169,951,022 175,049,552 185,632,232 191,201,199 Gross Operating Profit (GOP) 530,509,980 543,823,740 593,768,376 611,581,428 665,606,857 685,575,062 Undistributed Operating Expenses Administrative& of total 7.0% 48,204,993 49,276,215 53,460,358 55,064,169 59,586,736 61,374,338 general revenue Advertising&business of total 9.0% 61,977,849 63,355,134 68,734,746 70,796,788 76,611,518 78,909,864 promotion revenue of total Energy cost 7.5% 51,648,207 52,795,945 57,278,955 58,997,324 63,842,932 65,758,220 revenue of total Repair&Maintenance 4.5% 30,988,924 31,677,567 34,367,373 35,398,394 38,305,759 39,454,932 revenue Reserve for of total 2.0% 13,772,855 14,078,919 15,274,388 15,732,620 17,024,782 17,535,525 replacement of FF&E revenue of total Other expenses 5.0% 34,432,138 35,197,297 38,185,970 39,331,549 42,561,954 43,838,813 revenue License&Incentive of total 5.0% 34,432,138 35,197,297 38,185,970 39,331,549 42,561,954 43,838,813 management fee revenue Total Undistributed Expenses 275,457,105 281,578,374 305,487,759 314,652,392 340,495,636 350,710,505 GROSS OPERATING PROFIT (GOP) 255,052,875 262,245,366 288,280,617 296,929,036 325,111,221 334,864,558 Fixed Charge of room Property tax 12.5% 31,881,609 32,838,058 36,239,142 37,326,316 41,009,180 42,239,455 revenue(50%) Property insurance increate 13,600,000 14,008,000 14,428,240 14,861,087 15,306,920 15,766,127 Total Fixed Charge 45,481,609 46,846,058 50,667,382 52,187,404 56,316,100 58,005,582 Total Expenses 479,071,497 488,546,627 526,106,163 541,889,348 582,443,968 599,917,287

Discover Management Company Limited Page 13 | Attachment 1 Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited

Year 1 2 3 4 5 6 Departmental Revenue 2018 2019 2020 2021 2022 2023 NET OPERATING INCOME (NOI) 209,571,266 215,399,308 237,613,235 244,741,632 268,795,122 276,858,975 Terminal Capitalization Rate 9.0% 3,076,210,835 Total Annual Cash Flow 12 209,571,266 215,399,308 237,613,235 244,741,632 3,345,005,957 Discount Rate 12.0% Market Value of the property by using Income Approach 2,581,544,563 Baht Market Value of the property by using Income Approach 2,581,500,000 Baht Remark: The assumptions in this valuation is estimated from the details which received from the employer only, together with support information within our company that operates the same type of the property to be analyzed and predicted based on the mentioned assumptions. lf There are other external factors which unable to control, the value of the subject property might be changed.

After the valuation of the subject property from room rate, revenue from food&beverage and other revenue at the highest return on investment maximizing profit under conditions of competitive legislation and from format and cost of the project, including other factors affecting the hotel revenue less cost, administrative expenses and fixed expenses, the valuation of market value of the subject property from the Independent Appraiser is equal to Baht 2,581,500,000 (Rounded).

Discover Management Company Limited Page 14 | Attachment 1