Opinion of the Independent Financial Advisor

-TRANSLATION-

Concerning

The Asset Acquisitions, the Connected Transactions, and the Request for Shareholders’ Meeting Resolution to Approve Acquisition of New Securities without Requirement to Make a Tender Offer for All Securities of the Company (Whitewash)

Evolution Capital Public Company Limited

Capital Advantage Co., Ltd.

October 26, 2012

Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc.

Table of Contents

Page Abbreviation ii Executive Summary 6 Summary Diagram of Consequences of Each Decision 12 Part 1: Characteristic and Detail of the Transactions 13 1. Nature and Details of Transaction 13 2. Information of Evolution Capital Plc. 34 3. Information of Casa Fico Co., Ltd., Fena Park Co., Ltd., Fico Foods Co., Ltd., Fico Coffee Co., Ltd., 34 Fenix Pizza Co., Ltd., Fenix Iron Fairies Co., Ltd., and Fenix Silom Co., Ltd. 4. Impact from the issuance and offering of the Company’s ordinary share via a private placement to 34 Srichawla Group which is a connected party Part 2: Opinion of the Independent Financial Advisor Regarding the Appropriateness of the Asset 36 Acquisitions and Connected Transactions 1. Objectives and Necessity of the Transactions 36 2. Comparison of Benefits and Risks of Entering the Transactions 38 3. Comparison of Benefits and Impacts of Not Entering the Transactions 50 4. Comparison of Benefits and Impacts of Entering the Connected Transactions and Entering into the 52 Transactions with External Person Part 3: Opinion of the Independent Financial Advisor Regarding the Appropriateness of Whitewash 54 1. Proposed Business Plan and Policy after Asset Acquisitions 54 2. Summary of Agreements between the Applicants and the Company 60 3. Appropriateness of the Offering Price of Newly Issued Shares Offered to the Applicants 61 4. Effects that may arise to the Company's Shareholders 61 5. Opinions of the Company’s Board of Directors 62 6. Completeness and Accuracy of the Applicants's Connected Persons under Section 258 and their 62 Shareholding Conclusion of the Independent Financial Advisor's Opinion regarding the Appropriateness of Asset 63 Acquisitions, Connected Transactions, and Whitewash Part 4: Opinion on the appropriateness of the purchase price of the acquiring assets and the 65 offering price of newly-issued ordinary shares of the Company as payment for the assets to be acquired 1. Appraisal of Fair Values 65 1.1 Fair Values of Land Group’s Shares 65 1.2 Fair Values of Food Group’s Shares 75 1.3 Appropriateness of the Offering Price of the Newly-Issued Shares of the Company 96 2. Appropriateness of the fair value of the assets to be acquired and the fair value of the compensation 113 2.1 Appropriateness of the Acquisition Price of the Land Group’s Shares 113 2.2 Appropriateness of the Acquisition Price Concerning the Entire Business Transfer of the Food 119 Group 2.3 Conclusion of Appropriateness of the Acquisition Price of the Land Group and the Acquisition 122 Price Concerning the Entire Business Transfer of the Food Group 3. Appropriateness of the Current and Future Related-Party Transactions 123 Part 5: Conclusion of the Independent Financial Advisor's Opinions 128 Attachments: Attachment 1: Business overview and operating results of Evolution Capital Plc. Attachment 2: Company information and operating results of Casa Fico Co., Ltd. Attachment 3: Company information and operating results of Fena Park Co. , Ltd. Attachment 4: Company information and operating results of Fico Foods Co. , Ltd. Attachment 5: Company information and operating results of Fenix Pizza Co. , Ltd. Attachment 6: Company information and operating results of Fico Coffee Co. , Ltd. Attachment 7: Company information and operating results of Fenix Iron Fairies Co. , Ltd. Attachment 8: Company information and operating results of Fenix Silom Co. , Ltd.

Capital Advantage Co., Ltd. Page i

Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc.

Abbreviation

“The Company” or “E” Evolution Capital Plc. “EL” Evolution Land Co., Ltd. “EA” Evolution Advisors Limited “RPHL” Red Planet Hotels Limited “RPHT” Red Planet Holdings Thailand Limited “RPHT1” Red Planet Hotels (Thailand) Co., Ltd. “RPHT2” Red Planet Hotels Two (Thailand) Co., Ltd. “RPHT3” Red Planet Hotels Three (Thailand) Co., Ltd. “RPHT4” Red Planet Hotels Four (Thailand) Co., Ltd. “RPHT5” Red Planet Hotels Five (Thailand) Co., Ltd. “Sweetstar” Sweetstar Holdings Limited “Fico Group” Fico Corporation Holdings Co., Ltd. and its associates and affiliates “Srichawla Group” or “Seller” Mr. Krit Srichawla, Mr. Amorn Srichawla, Mr. Theprit Srichawla, and Mr. Akradej Srichawla "Applicants” Whitewash applicants who are Mr. Krit Srichawla, Mr. Amorn Srichawla, Mr. Theprit Srichawla, Mr. Akradej Srichawla, and Fico Foods Co., Ltd. “Land Group” Consisting of 50% shares of Casa Fico Co., Ltd. and Fena Park Co., Ltd. “Casa Fico” Casa Fico Co., Ltd. “Fena Park” Fena Park Co., Ltd. “Food Group” Entire Business Transfer (EBT) of Fico Foods Co., Ltd. which has its subsidiaries including Fico Coffee Co., Ltd., Fenix Pizza Co., Ltd., Fenix Iron Fairies Co., Ltd., and Fenix Silom Co., Ltd. which 50% of its total registered and paid-up capital held by Fenix Iron Fairies Co., Ltd. “Fico Foods” Fico Foods Co., Ltd. “Fico Coffee” Fico Coffee Co., Ltd. “Fenix Pizza” Fenix Pizza Co., Ltd. “Fenix Iron Fairies” Fenix Iron Fairies Co., Ltd. “Fenix Silom” Fenix Silom Co., Ltd. “Fena Asset” Fena Asset Co., Ltd. “Private Placement” or “PP” Private placement of newly-issued shares of E “Offering Price” The selling price of newly-issued ordinary shares for the capital increase of the Company for Srichawla Group at Baht 1.75 per share as per the Board of Directors’ meeting No. 3/2012 held on August 14, 2012, which is not lower than the market price. ”Adjusted Offering Price” The selling price of newly-issued ordinary shares for the capital increase of the Company for Srichawla Group, which is adjusted by the IFA by considering the impacts from P/N-100 issued by the Company to Srichawla Group. The Adjusted Offering Price is not lower than the market price. “Initial Public Offering” or “IPO” The offering of newly-issued ordinary shares to the public for the first time, including the registration of shares on a stock exchange “Right offering” or “RO” Issuance of E’s new shares to the existing shareholders in the proportion of their shareholding “E-W2” Warrant series 2 of Evolution Capital Plc. “EBT” Entire Business Transfer “EBITDA” Earnings before Interest, Tax, Depreciation, and Amortization “P/N-100” Not exceeding Baht 100,000,000 promissory note with the maturity period of not exceeding 3 years and interest rate of 7.5% p.a. (one-time payment at the maturity date of P/N-100) offered to Srichawla Group as the guarantee for the decrease of consideration value (Please see page 15 - 16 for further information)

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc.

“P/N-57.5” Not exceeding Baht 57,500,000 promissory note with the maturity period of 3 years and interest rate of 7.5% p.a. “P/N-EBITDA” The promissory note issued by Fena Asset in order to guarantee EBITDA of Fenix Iron Fairies for the amount of Baht 30,000,000 per year for 2013 and 2014 (Please see page 15 - 16 for further information) “Put Option” Srichawla Group has offered the Company the Put Option (1) 14,250,000 shares of ordinary shares of Casa Fico at par value of Baht 10 per share and/or (2) 5,000,000 ordinary shares of Fena Park at par value of Baht 10 per share for Baht 64,545,449 if Casa Fico Co., Ltd. and/or Fena Park Co., Ltd. have not yet developed or sold its freehold and leasehold lands after the completion of 5 years period of Casa Fico and Fena Park’s 50% shares transfer (Please see page 3 for further information) “Exercise Period” The period of time that the Company can exercise Put Option within 60 days after the completion of 5 years period of Casa Fico and Fena Park’s 50% shares transfer (see page 3 for further information) “MLR” Minimum Lending Rate of commercial banks “MOU” Memorandum of Understanding “SPA” Sale and Purchase Agreement “WACC” Weighted Average Cost of Capital “CapAd” or “Independent Financial Advisor” or “IFA” Capital Advantage Co., Ltd. “BOD’s” Board of Directors “NTA” Net tangible assets “SEC” The Securities and Exchange Commission “SET” The Stock Exchange of Thailand “MAI” The Market for Alternative Investment “Notification of the Acquisition The Notification of the Capital Market Supervisory Board No. or Disposition of Assets” Tor.Jor. 20/2008 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E. 2547 (2004) “Notification of the Connected The Notification of the Capital Market Supervisory Board No. Transaction” Tor.Jor. 21/2008 Re: Rules on Connected Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003) “Notification of Whitewash” The Notification of the Office of the Securities and Exchange Commission No. Sor.Jor. 36/2546 Re: The Request for Shareholders’ Meeting Resolution to Approve Acquisition of New Securities without Requirement to Make a Tender Offer for All Securities of the Company “Whitewash” Acquisition of new securities without requirement to make a tender offer for all securities of the company by virtue of the resolution of shareholders’ meeting “Form 247-7” Request form for shareholders’ meeting resolution to approve acquisition of new securities without requirement to make a tender offer for all securities of the company “Backdoor Listing” Listing on the stock exchange indirectly

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-TRANSLATION- The English Translation of the Independent Financial Advisor’s Opinion has been prepared solely for the convenience of foreign shareholders of Evolution Capital Plc. and should not be relied upon as the definitive and official document. The Thai language version of the Independent Financial Advisor’s Opinion is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation.

Opinion of the Independent Financial Advisor Concerning the Asset Acquisitions, Connected Transactions, and Whitewash of Evolution Capital Plc.

No. 067/2012

Date: October 26, 2012

Subject: 1) Opinion of the Independent Financial Advisor Concerning the Asset Acquisitions and Connected Transactions of Evolution Capital Plc. 2) Opinion of the Independent Financial Advisor Concerning the Request for Shareholders’ Meeting Resolution to Approve Acquisition of New Securities without Requirement to Make a Tender Offer for All Securities of the Company (Whitewash).

To: Audit Committee and Shareholders Evolution Capital Plc.

Attachment: 1) Business overview and operating results of Evolution Capital Plc. 2) Company information and operating results of Casa Fico Co., Ltd. 3) Company information and operating results of Fena Park Co., Ltd. 4) Company information and operating results of Fico Foods Co., Ltd. 5) Company information and operating results of Fico Coffee Co., Ltd. 6) Company information and operating results of Fenix Pizza Co., Ltd. 7) Company information and operating results of Fenix Iron Fairies Co., Ltd. 8) Company information and operating results of Fenix Silom Co., Ltd.

Re: 1) Resolution of the Board of Directors’ meeting of Evolution Capital Plc. No. 3/2012, held on August 14, 2012, No. 4/2012 held on September 13, 2012, and No. 5/2012 held on October 8, 2012 2) Information Memorandum (IM1) on the asset acquisitions and connected transactions of Evolution Capital Plc. dated August 15, 2012 and the amendments (including the reported additional information). 3) Preliminary details for the issuance of Right Offering (“RO”) for the existing shareholders of Evolution Capital Plc. 4) Preliminary details for the issuance of warrant series 2 (“E-W2”) of Evolution Capital Plc. 5) Capital increase form (F53-4) of Evolution Capital Plc. dated August 14, 2012 and the amendments 6) Information Memorandum (IM2) on the assets acquisitions and connected transactions of Evolution Capital Plc. 7) Request Form for Shareholders’ Meeting Resolution to Approve Acquisition of New Securities without Requirement to Make a Tender Offer for All Securities of the Company (“Form 247-7”) dated October 19, 2012 8) Form 56-1 of Evolution Capital Plc. for the year ended December 31, 2011 9) Audited financial statements of Evolution Capital Plc., Casa Fico Co., Ltd. and Fena Park Co., Ltd. for the year ended December 31, 2009 – 2011, reviewed financial statement for 6-month period ended June 30, 2012 of Evolution Capital Plc., and the internal financial statements for 6-month period ended June 30, 2012 of Casa Fico Co., Ltd. and Fena Park Co., Ltd. which were reviewed by the auditor of Evolution Capital Plc. (but no official report has been issued). 10) Audited financial statements of Fico Foods Co., Ltd. and Fico Coffee Co., Ltd. for the year ended December 31, 2011, audited financial statements for the year ended

Capital Advantage Co., Ltd. 66/22 Ladprao 80, Wangthonglang, Bangkok 10310, Thailand Tel: +66 8 6565 9900 Fax: +66 2530 5927 www.capitaladvantage.co.th Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc.

December 31, 2010 – 2011 of Fenix Iron Fairies Co., Ltd., and reviewed financial statement for 6-month period ended June 30, 2012 of Fico Foods Co., Ltd., Fico Coffee Co., Ltd., Fenix Pizza Co., Ltd. and Fenix Iron Fairies Co., Ltd. 11) Memorandum of Understanding (MOU) among Evolution Capital Plc., Fico Foods Co., Ltd., Mr. Krit Srichawla, Mr. Amorn Srichawla, Mr. Theprit Srichawla, and Mr. Akradej Srichawla dated August 1, 2012. 12) Appraisal report (for vacant lands on Laem Set, Tambon Maret, Amphor Kor Samui, Suratthani) No. J21/55113 (1/3) by 15 Business Advisory Limited dated July 24, 2012 13) Appraisal report (for leasehold lands on Laem Set, Tambon Maret, Amphor Kor Samui, Suratthani) No. J21/55113 (2/3) by 15 Business Advisory Limited dated July 24, 2012 14) Appraisal report (for vacant freehold and leasehold lands on Tambon Taling Ngarm, Amphor Kor Samui, Suratthani) No. J21/55113 (3/3) by 15 Business Advisory Limited dated July 24, 2012 15) Company Affidavit, Memorandum of Association, and other documents of Evolution Capital Plc., Casa Fico Co., Ltd., Fena Park Co., Ltd., Fico Foods Co., Ltd., Fico Coffee Co., Ltd., Fenix Pizza Co., Ltd., Fenix Iron Fairies Co., Ltd., and Fenix Silom Co., Ltd. and interviews with the management and relevant parties of Evolution Capital Plc. and Fico Corporation Holdings Co., Ltd. and its associates and affiliates.

Disclaimers: 1) The results of the study by Capital Advantage Co., Ltd. (“CapAd” or “Independent Financial Advisor” or “IFA”) in this report were based on information and assumptions provided by the management of Evolution Capital Plc. as well as 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 Thailand (www.set.or.th). 2) CapAd shall not be responsible for the profits or the losses, and any impacts resulting from this transaction. 3) Most documents relating to Evolution Capital Plc. and its subsidiaries, associates and affiliates including Casa Fico Co., Ltd. and Fena Park Co., Ltd., Fico Foods Co., Ltd., Fico Coffee Co., Ltd., Fenix Pizza Co., Ltd., Fenix Iron Fairies Co., Ltd., and Fenix Silom Co., Ltd. are in electronic form or scan of original documents, which the IFA believes they are the copy of original documents. The management of Evolution Capital Plc. has signed a letter of representation and warranty for the accuracy of such documents provided to the IFA. The IFA shall not be responsible for any differences of those electronic documents from the original documents. 4) CapAd conducted the study with knowledge, skills, and cautiousness on the basis of the professional ethics. 5) CapAd considers and provides opinion based on the situation and information at the present time. If such situation and information have been changed significantly, the study results in this report may be affected.

The Board of Directors’ meeting (“BOD’s meeting”) of Evolution Capital Plc. (the “Company” or “E”) No. 3/2012 held on August 14, 2012, No. 4/2012 held on September 13, 2012, and No. 5/2012 held on October 8, 2012 passed a resolution to approve the acquisitions of assets of real estates and entire business of food business from the associates and affiliates of Fico Corporation Holdings Co., Ltd. (“Fico Group”) with total value of not exceeding Baht 724,687,500. The Company shall enter the acquisition of both assets of real estates and good business at the same time. The details of assets are as follows: 1) Real estate business: (“Land Group”): The additional investment in residential properties and hotels on Laem Set Beach, Samui Island, Suratthani, from the existing shareholders, which are Mr. Krit Srichawla, Mr. Amorn Srichawla, Mr. Theprit Srichawla, and Mr. Akradej Srichawla (altogether referred as “Srichawla Group” or “Seller”). The additional investment consists of: 1.1) 14,250,000 ordinary shares of Casa Fico Co., Ltd. (“Casa Fico”) at par value of Baht 10 per share which is equal to 50% of its total registered and paid-up capital. 1.2) 5,000,000 ordinary shares of Fena Park Co., Ltd. (“Fena Park”) at par value of Baht 10 per share which is equal to 50% of its total registered and paid-up capital. In addition, Srichawla Group has provided financial assistances to Casa Fico and Fena Park by providing loans to those 2 companies. Hence, the Seller shall transfer such loans including accrued interest to the Company with no consideration.

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc.

Moreover, Srichawla Group has offered the Put Option to sell back shares at the maturity date of 5 years from the completion date of the share transfer of Casa Fico and Fena Park (“Put Option”). In case that Casa Fico and Fena Park have not yet develop its freehold and leasehold lands, the Company shall activate Put Option, which consists of (1) 14,250,000 shares of ordinary shares of Casa Fico at par value of Baht 10 per share and/or (2) 5,000,000 ordinary shares of Fena Park at par value of Baht 10 per share for Srichawla Group within 60 days (“Exercise Period”). And Srichawla Group agrees to purchase shares as state in (1) and/or (2) (as the case may be) with the totaling value of Baht 183,954,551 for shares of Casa Fico and Baht 64,545,449 for shares of Fena Park with the payment in cash within 60 days after the Company uses Put Option. In this regards, the Company shall transfer loans from Srichawla Group for the Company to invest in Land Group with no consideration back to Srichawla Group with no consideration before the completion of the transaction occurred from exercising Put Option. In case that the Company will not exercise Put Option within the Exercise Period, Put Option shall be expired and Srichawla Group shall be free from this obligation. In this regards, the Company has a policy to allow the management of the Company during such period (at the maturity date of 5 years) to make a decision whether to exercise Put Option or not. However, the management of the Company shall propose for the approval from the BOD’s meeting and/or the shareholders’ meeting and/or any parties and/or any person to comply with rules and regulations including regulations relating to the connected person for the exercise of Put Option. Srichawla Group who has conflict of interest is not eligible to vote in the BOD’s meeting and shareholders’ meeting regarding Put Option exercise and other relevant agendas.

2) Food business: The Entire Business Transfer (“EBT”) of food business (“Food Group”) from Fico Foods Co., Ltd. (“Fico Foods”), which consist of: 2.1) 10,000 ordinary shares of Fenix Pizza Co., Ltd. (“Fenix Pizza”) at par value of Baht 100 per share which is equal to 100% of its total registered and paid-up capital. 2.2) 16,000 ordinary shares of Fico Coffee Co., Ltd. (“Fico Coffee”) at par value of Baht 100 per share which is equal to 80% of its total registered and paid-up capital. 2.3) 34,000 ordinary shares of Fenix Iron Fairies Co., Ltd. at par value of Baht 100 which is equal to 85% of its total registered and paid-up capital. In addition, Srichawla Group has provided financial assistances to Fenix Iron Fairies by providing loans to Fenix Iron Fairies. Hence, the Seller shall transfer such loans including accrued interest to the Company with no consideration.

In this regards, the Company has made the payments for the acquisition of assets and the EBT in form of: 1) Not exceeding 353,000,000 newly-issued ordinary shares for the capital increase at par value of Baht 1 per share with the offering price of Baht 1.75 per share, totaling value of not exceeding Baht 617,750,000 by offering to Mr. Krit Srichawla, Mr. Amorn Srichawla, Mr. Theprit Srichawla, and Mr. Akradej Srichawla (altogether referred as “Srichawla Group”). In this regards, the offering price of Baht 1.75 per share is lower than the market price, which is calculated from the volume weighted average price of the Company's shares traded on the Market for Alternative Investment (“MAI”) 15 consecutive trading days preceding the date on which the Board of Directors’ meeting resolved to propose an agenda for the Extraordinary General Meeting of Shareholders (“EGM”) in order to seek approval from the Company's issuance of new ordinary shares, (the period from July 20, 2012 to August 10, 2012, which is equal to Baht 1.29 per share) as per the Notification of the Securities and Exchange Commission No. SorJor 39/2008 Re: the calculation of the offering price and determination of the market price in order to consider the issuance of newly-issued share at the lower than the market price. Due to the offering price as for the payment of assets acquisition as stated earlier at Baht 1.75 per share for Srichawla Group is much higher than the market price, the Company shall guarantee with conditions by issuing not exceeding Baht 100,000,000 promissory note (“P/N- 100”) offered for Srichawla Group as the guarantee for the decrease of consideration with the maturity period of not exceeding 3 years from the issuance date (which is the completion date of the acquisition of shares and Entire Business Transfer) and interest rate of 7.5% p.a. (one-time payment at the maturity date of P/N-100) calculated monthly and uncompound. The payment of P/N-100 shall be altered following the market price of the Company’s share at the maturity date as the formula on page 16 2) Not exceeding Baht 57,500,000 promissory note (“P/N-57.5”) with a maturity date of 3 years from the transaction date and an interest rate of 7.5% p.a. (payable on a monthly basis), resulting in an aggregate amount payable for P/N-57.5 of not exceeding Baht 70,437,500.

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc.

Fena Asset Co., Ltd. (“Fena Asset”), an affiliate of Fico Group shall issue the promissory note to guarantee EBITDA of Fenix Iron Fairies for the amount of Baht 30,000,000 per year for 2013 and 2014 (“”P/N-EBITDA). In case that EBITDA in any year is lower than Baht 30,000,000, the different amount shall be deducted from the principal of P/N-57.5, but not exceeding Baht 57,500,000. 3) Not exceeding Baht 36,500,000 payment comprising of (a) Baht 22,500,000 of interest payments relating to P/N-100 offered to Srichawla Group at the end of the guarantee period of 3 years from the issuance date of P/N-100 and (b) not exceeding Baht 14,000,000 as reimbursable to Fico Group for working capital and operating expenses incurred after the execution of a Memorandum of Understanding (“MOU”) between the Company and Fico Group on August 1, 2012, payable after the BOD’s meeting approves the transactions.

As per the conditions for the transaction as stated in draft Sale and Purchase Agreement (“SPA”), the Company shall issue newly-issued ordinary shares for the capital increase to the existing shareholders (Right Offering: “RO”) at a proportion of 4 existing shares for 1 new share at the offering price of Baht 1.00 per share. The purpose is to use such cash proceed to expand food business received from Fico Foods. In this regards, Srichawla Group will receive this Right Offering. In addition, the Company shall issue 261,750,000 units of Warrant series 2 (“E-W2”) with the maturity period of 8 years offered to shareholders who subcribe Right Offering at a proportion of 1 ordinary share for 1 unit of E-W2 at the offering price of Baht 0.01 per unit with the exercise ratio of 1 unit of E-W2 for 1 ordinary share at the exercise price of Baht 2 per share. The Company has planned to use cash proceed from the exercise of E-W2 for its working capital and business expansion. RO will be offered together with E-W2 which means shareholders shall subscribe RO shares and E-W2 in the same amount and cannot subscribe either RO or E-W2 regardless of subscription in exact, more than, or less than proportion of shareholding.

In this regard, the said asset acquisitions and the Entire Business Transfer are acquisitions of the businesses of private companies by the Company according to Section 107 of the Public Limited Companies Act B.E. 2535 (1992) (and its amendments) and asset acquisition by listed companies in Class 1 Transaction under the Notification of the Capital Market Supervisory Board No. Tor.Jor. 20/2008 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E. 2547 (2004) (“the Notification of the Acquisition or Disposition of Assets”) with the transaction size of 96.74% of total assets of the Company as per the consolidated financial statement as of June 30, 2012 (total consideration of not exceeding Baht 824.69 million and total assets as of June 30, 2012 of Baht 852.44 million). In addition, the BOD’s meeting of the Company No. 3/2012 held on August 14, 2012 and No. 4/2012 held on September 2012 approved to appoint person in Srichawla Group and major shareholders and/or the management of Fico Foods consisting of Mr. Sanjay Singh, Mr. Krit Srichawla and Mr. Amorn Srichawla to be directors and managements of the Company. Therefore, the transaction of receiving the transfer of assets and Entire Business Transfer (EBT) are considered as connected transactions according to the Notification of the Capital Market Supervisory Board No. Tor.Jor. 21/2008 Re: Rules on Connected Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003) (“the Notification of the Connected Transaction”) with the transaction size of 125.36% of the Company’s net tangible assets (“NTA”) as per the consolidated financial statement as of June 30, 2012 (total value of connected transaction is Baht 941.25 million and NTA of the Company is Baht 750.85 million), which is higher than 3% of NTA of the Company. Hence it requires the Company to prepare and submit the report and disclose the transactions to the Stock Exchange of Thailand (“SET”) and arrange a shareholders’ meeting to approve the transaction, with at least three-fourth of the total votes, or with proxies (if any), from those attending the meeting and are eligible to vote. Shareholders with the conflict of interest are excluded from voting on these agendas. As a consequence, Capital Advantage Co., Ltd. has been appointed as an independent financial advisor (“CapAd” or “Independent Financial Advisor” or “IFA”) to render an opinion on the rationale of the transactions, appropriateness of prices, and other related conditions. (please see details of transaction size calculation in Part 1, Clause 1.4, page 24 - 25)

After the issuance of capital increased ordinary shares of E via a private placement (“PP”), Srichawla Group will hold 33.72% of the Company’s total paid-up capital after the capital increase,

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc. including the 0.01% current shareholding portion of Mr. Krit Srichawla, who is an existing shareholder of E and is one of Srichawla Group. Hence, the shareholding is higher than 25% trigger point for a mandatory tender offer. Therefore, Srichawla Group is required to make a tender offer for the remaining shares of the Company it doesn’t own in accordance with the Notification of the Capital Market Supervisory Board No. Tor.Jor. 12/2011 re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers, dated May 13, 2011, effective on June 1, 2011. However, Srichawla Group would like to apply for a waiver of the tender offer for all securities of the Company by virtue of a resolution of the shareholders’ meeting of the Company (“Whitewash”) pursuant to the Notification of the Securities and Exchange Commission No. Sor.Jor. 36/2546. Therefore, the Company has appointed Capital Advantage Co., Ltd. as an independent financial advisor to render an opinion on the Whitewash transaction.

CapAd has studied the Information Memorandum on the asset acquisitions and connected transactions of the Company dated August 15, 2012 and its amendments, the capital increase form (F53-4) of the Company dated August 14, 2012 and its amendments, Form 247-7 of Srichawla Group, as well as information from the interviews with management of the Company and Fico Group, documents from the Company and Fico Group – such as financial statements, business plans, property appraisal reports, and publicly disclosed information – such as 56-1 Forms, information disclosed to the SET and the Securities and Exchange Commission (“SEC”), and financial information from various websites, in order to render an opinion on the transactions. However, CapAd cannot warrant or assure the accuracy or completeness of the information provided by the Company, Fico Group, and their personnels.

The opinion of CapAd in this report is based on the assumption that all the information and documents received are accurate and complete, and reflects the current information and situation at the time of preparing this report. However, there may be an incident having a material impact on the Company’s business and financial projection, as well as decision of the shareholders on the asset acquisitions, connected transactions, and Whitewash. In rendering its opinion in this report, CapAd has considered the appropriateness of the transactions, prices and conditions of the transactions, and the offering price of the Company’s newly- issued shares as well as other related factors thoroughly and rationally in accordance with the professional standard. The attachments to this report are a part of this IFA opinion report and are the information that the audit committee and the shareholders should consider jointly with this report.

CapAd has studied the information pertaining to the asset acquisitions, connected transactions, and Form 247-7, then summarized the information and studying result as follows;

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc.

Executive Summary

Since Evolution Capital Public Company Limited (the “Company” or “E”) changed shareholding structure, management structure, and financial structure in 2007, the Company had expanded to real estate business, emphasizing on high-end residential projects and 5-star hotels. However, due to the world’s economic crisis and political instability in Thailand over the past years, it had caused the delayed construction in several projects, the Company and its group therefore held freehold and leasehold lands which are the major portion of total consolidated assets of the Company without generating any revenue for 5 years (since 2007). In the past 2-3 years, the Company had changed its business direction from high-end real estate projects and 5-star hotels to budget hotels via investment in Red Planet Hotels Limited (www.redplanethotels.com), which operates franchised budget hotels from Tune Hotels (www.tunehotels.com) in Thailand, Philippines, Indonesia, China, and Bangladesh. In addition, the Company has expanded into other businesses such as media business, advisory business, securities business, and etc. However, even the Company has currently diversified in its business, the Company’s business cannot generate revenues as expected, resulting in net loss of Baht 47.35 million for 6-month period of 2012. Thus, the Company would like to search for new business in order to replace the existing business and generate recurring revenue to the Company without requiring high upfront investment. In addition, such new business should not be affected by the external factors as much as the high-end real estate business and 5-star hotels.

The Company’s Board of Directors (“BOD’s”) meeting No. 3/2012 passed resolutions to approve the investment in food business by receiving the Entire Business Transfer (“EBT”) from Fico Foods Co., Ltd. (“Fico Foods”) which consists of: 1) 10,000 ordinary shares of Fenix Pizza Co., Ltd.(“Fenix Pizza”) at par value of Baht 100 per share or accounting for 100% of its total registered and paid-up capital; and 2) 16,000 ordinary shares of Fico Coffee Co., Ltd. (“Fico Coffee”) at par value of Baht 100 per share or accounting for 80% of its total registered and paid-up capital; and 3) 34,000 ordinary shares of Fenix Iron Fairies Co., Ltd. (“Fenix Iron Fairies”) at par value of Baht 100 or accounting for 85% of its total registered and paid-up capital.

In addition, it is an investment condition of food business that requires the Company to invest in the Land Group by: 1) Additionally acquiring 14,250,000 ordinary shares of Casa Fico Co., Ltd (“Casa Fico”) at par value of Baht 10 per share or accounting for 50% of its total registered and paid-up capital; and 2) Additionally acquiring 5,000,000 ordinary shares of Fena Park Co., Ltd. (“Fena Park”) at par value of Baht 10 per share or accounting for 50% of its total registered and paid-up capital

Further than the current shareholding at 42.50% of total registered and paid-up capital of Casa Fico and Fena Park by the Company. In this regards, total consideration of asset acquisitions is not exceeding Baht 724,687,500 (or not exceeding Baht 824,687,500 in case the Company pays Baht 100,000,000 on the promissory note (“P/N-100”) issued to Fico Group). Srichawla Group has offered the Put Option to sell back shares at the maturity date of 5 years from the completion date of the share transfer of Casa Fico and Fena Park (“Put Option”). In case that Casa Fico and Fena Park have not yet develop its freehold and leasehold lands, the Company is able to exercise Put Option, which consists of (1) 14,250,000 shares of ordinary shares of Casa Fico at par value of Baht 10 per share and/or (2) 5,000,000 ordinary shares of Fena Park at par value of Baht 10 per share for Srichawla Group within 60 days (“Exercise Period”). And Srichawla Group agrees to purchase shares as state in (1) and/or (2) (as the case may be) with the totaling value of Baht 183,954,551 for shares of Casa Fico and Baht 64,545,449 for shares of Fena Park with the payment in cash within 60 days after the Company uses Put Option. In this regards, the Company shall transfer loans from Srichawla Group for the Company to invest in Land Group with no consideration back to Srichawla Group with no consideration before the completion of the transaction occurred from exercising Put Option. In case that the Company will not exercising Put Option within the Exercise Period, Put Option shall be expired and Srichawla Group shall be free from this obligation.

The Company has made a payment in return for the asset acquisitions and the EBT in form of 1) Not exceeding 353,000,000 newly-issued ordinary shares at par value of Baht 1 per share with the offering price of Baht 1.75 per share, which is not lower than the market price of the Company’s ordinary share, totaling value of not exceeding Baht 617,750,000 by offering to Mr.

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Krit Srichawla, Mr. Amorn Srichawla, Mr. Theprit Srichawla, and Mr. Akradej Srichawla (altogether referred as “Srichawla Group” or “Seller’); and 2) Not exceeding Baht 57,500,000 of a promissory note (“P/N-57.5”) with a maturity date of 3 years from the completion date of the asset acquisitions and the EBT with an interest rate of 7.5% p.a. (payable on a monthly basis), resulting in an aggregate amount payable under the P/N-57.5 of not exceeding Baht 70,437,500 Fena Asset Co., Ltd. (“Fena Asset”), an affiliate of Fico Group shall issue the promissory note issued to guarantee EBITDA of Fenix Iron Fairies for the amount of Baht 30,000,000 per year for 2013 and 2014 (“”P/N-EBITDA). In case that EBITDA in any year is lower than Baht 30,000,000, the different amount shall be deducted from the principal of P/N-57.5, but not exceeding Baht 57,500,000; and 3) Not exceeding Baht 36,500,000 comprising of (a) not exceeding Baht 22,500,000 of interest payments relating to P/N-100, issued to Fico Group regarding the shares acquisition of the Land Group at the end of the 3-year guarantee period after the issuing date of P/N-100 and (b) not exceeding Baht 14,000,000 as reimbursable to Fico Group for operating expenses incurred after the execution of a Memorandum of Understanding (“MOU”) between the Company and Fico Group on August 1, 2012, payable after the BOD’s meeting approves the transactions. Presently, The Company has already paid Baht 14,000,000 in full to Fico Group. The shareholding portion of Srichawla Group and existing shareholders of the Company will be as follows:

Maximum Before Transactions After Transactions After Fully Exercise of After Right Offering Shareholding of (August 30, 2012) (After Private Placement) E-W2 Srichawla Group No. of Shares % No. of Shares % No. of Shares % No. of Shares % 1) Srichawla 72,000 0.01% 353,072,000 33.72% 614,822,000 46.98% 876,572,000 55.81% Group 2) Existing 693,992,800 99.99% 693,992,800 66.28% 693,928,000 53.02% 693,928,000 44.19% shareholders Total 694,000,000 100% 1,047,000,000 100% 1,308,750,000 100% 1,570,500,000 100% Remark: Maximum shareholding of Srichawla Group – in the case that all existing shareholders of the Company do not subscribe RO shares. Srichawla Group subscribes all RO shares in full, then fully exercise of E-W2 later.

Minimum Before Transactions After Transactions After Fully Exercise of After Right Offering Shareholding of (August 30, 2012) (After Private Placement) E-W2 Srichawla Group No. of Shares % No. of Shares % No. of Shares % No. of Shares % 1) Srichawla 72,000 0.01% 353,072,000 33.72% 614,822,000 46.98% 876,572,000 55.81% Group 2) Existing 693,992,800 99.99% 693,992,800 66.28% 693,928,000 53.02% 693,928,000 44.19% shareholders Total 694,000,000 100% 1,047,000,000 100% 1,308,750,000 100% 1,570,500,000 100% Remark: Minimum shareholding of Srichawla Group – in the case that Srichawla Group does not subscribe RO shares. All existing shareholders of the Company subscribe all RO shares in full, then fully exercise of E-W2 later.

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Foods as well as additionally acquiring shares of Casa Fico and Fena Park are viewed as entering into the transaction which contradicts to the objective and current business direction of the Company. The independent financial advisor (“IFA”) cannot analyze in details of how the additional investment in Casa and Fena Park will benefit the Company in the future due the Company and Srichawla Group mutually consider and have opinions that it should delay such project. Therefore, the Company does not disclose the business plan, timeframe, capital investment, financing plan, and return on investment in projects of Casa and Fena Park in the document of the Company, Form 247-7, as well as information from the interviews with managements of the Company and Fico Group. Though Srichawla Group has offered the Put Option to sell back shares at the maturity date of 5 years in case that Casa Fico and Fena Park have not yet develop its freehold and leasehold lands within 5 year, which is the guarantee for the Company that the acquisition of such assets will not worthless, after considering the selling price according to Put Option and purchasing cost including carrying cost of the investment for 5 years, Put Option has lower value than purchasing cost including carrying cost (Please see details in Part 2, Clause 2.2 (10), page 47 and Part 4, Clause 2.1.1 (b), page 116). In addition, the condition of payment for the consideration, that the Company will issue 353,000,000 newly-issued ordinary shares at the offering price of Baht 1.75, which is higher than the market price (the market price of the weighted average price of the Company's shares traded on the MAI 15 consecutive trading days preceding the date on which the BOD’s meeting resolved to approve this transaction No. 3/2012 held on August 14, 2012, which is equal to Baht 1.29), the Company will issue not exceeding Baht 100 million P/N-100 with the maturity period of not exceeding 3 years for Srichawla Group to guarantee the decrease of consideration value received by Srichawla Group for the acquisition of Land Group (It is to guarantee that the Company’s share price will not lower than Baht 2.00 per share at the end of 3rd year). It has a chance that the Company has to pay maximum Baht 100 million for such P/N-100, since the Company’s share price is depended on many factors including uncontrollable external factors such as investment situation, economic situation, political situation in Thailand and other countries, causing the share price to fluctuate and is not as expected. Hence, such guarantee does not benefit the Company. Therefore, additional investment in Casa Fico and Fena Park does not provide maximum benefits to the Company. After considering the advantages of the transactions, CapAd is of the view that if the Company takes the food business as its new business, the Company will have a business with growth potential, not-heavy upfront investment, steady cash flow, lesser effect from the external factors comparing to the high-end real estate business and 5-star hotel as well as the Company will become the owner of global-brand franchise rights, namely Domino’s Pizza and The Coffee Bean & Tea Leaf. However, after comparing to the disadvantages and risks of the transactions such as the businesses of Fico Coffee and Fenix Pizza are only in the start-up stage and may have risks from the future operation, which their revenues and profit may not be as expected. In addition, it requires high capital investment in expanding stores/outlets for more than Baht 900 million in the next 5 years (from present until 2017) (Part of capital investment is from the cash flow from future operation of Fico Coffee and Fenix Pizza and loans from financial institutions). Referred to the financial projection, Fico Coffee and Fenix Pizza will have the slightly positive EBITDA in 2014 while there is only Fenix Iron Fairies at present showing the steady EBITDA of approximately Baht 30 million per year. Thus, such investment in food and real estate businesses will not be able to solve the current liquidity issue of the Company. The capital increase via Right Offering is the only alternative to help resolve such liquidity problem of the Company, but the Company still needs to allocate a portion of cash proceeds from Right Offering for the additional investment and/or increase capital of Fico Coffee, Fenix Pizza, and Fenix Iron Fairies in the future to support the business expansion and increasing No. of branches. At the end of 3rd year from the closing date of this transaction, which is the due date of P/N- 100, the Company shall be due to pay Baht 100 million (in case of the full payment) for P/N-100 and Baht 57.5 million (in case of the full payment) for P/N-57.5 and Baht 22.50 million for P/N-100 of (interest amount of P/N-57.5 shall be paid monthly throughout 3 years period) totaling value of Baht 180 million. Hence, the Company may have liquidity problem. However, it also depends on the success of Right Offering, the exercise of warrant series 1 and 2 in the future, the future operating performance of Food Group, the success of loans arrangement from financial institutions of Food Group, the Company’s share price in the next 3 years, the success of disposal of RPHL shares and the Initial Public Offering (IPO) and listing shares on the stock exchange of RPHL, the success of selling freehold and leasehold lands of the Company, Casa Fico, and Fena Park in the future (in case that the Company decides to dispose freehold and leasehold lands). In addition, in case that Casa Fico and/or Fena Park decide to develop high-end real estate project and 5-star hotels in the future, it shall require lots of equity and debt financing and this may cause the Company the liquidity issue in the future. However, in the case that the Company decided to sell all shares of Casa Fico and Fena

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Park and/or all freehold and leasehold lands of Casa Fico and Fena Park before expiration of P/N- 100, the Company should have sufficient proceeds to repay P/N-100 and its interest unless the selling price is substantially low. Moreover, it is a risk of being classified as the backdoor listing in the future since the transaction size is already 96.74% of the total consolidated assets of the Company. Thus, if the Company acquires additional assets from Srichawla Group and/or Fico Group within 1 year from this transaction date or Casa Fico and Fena Park begin to develop their projects within 1 year from this transaction date, the transaction size will probably be greater than 100%, which is classified as backdoor listing. Hence, it immediately requires the Company to file a new listing application with the MAI and the Company shall be exposed to risk if the Company lacks of the listing qualifications as stipulated by the MAI (relating to the operating performance of a new business) and eventually resulting in delisting (Details in Part 2, Clause 2.2 (4), page 43 - 44). Given all the above reasons, the IFA is of the opinion that entering into this transaction is inappropriate. Due to the Company shall issue of not exceeding 353,000,000 new ordinary shares to Srichawla Group or accounting for 33.72% of total paid-up capital of the Company after the capital increase via PP, which is higher than 25% and Srichawla Group is therefore required to make a mandatory tender offer for all remaining securities of the Company. However, the Srichawla Group would like to request for a waiver of the tender offer for all securities of the Company’s shares by virtue of a resolution of the shareholders’ meeting of the Company (“Whitewash”). Even if the IFA views that the Whitewash Applicants (“Applicants”) have no plan to change management policy, organization structure, financial structure, and other policies, entering into the transactions by investing in food business coupled with the additional investment in Casa Fico and Fena Park is inappropriate and does not generate the highest benefit to the Company and resulting the Company may be exposed to several risks as mentioned above. Additionally, Srichawla Group shall have 50% of total seats in the Board of Directors (excluding audit committee), which is higher than the shareholding portion of 32.72%, may be viewed as the change of control in the Company. In case of the Company shall enter into such transactions, it should be given an opportunity to shareholders of the Company to sell their shares via a tender offer process. As a result, the request for a waiver of the tender offer for all securities of the Company’s shares for Srichawla Group by virtue of a resolution of the shareholders’ meeting of the Company (Whitewash) is inappropriate.

In considering the appropriateness of value of asset acquisitions and total consideration paid for asset acquisitions, the IFA concludes as follows:  The fair value of Casa Fico’s shares and Fena Park’s shares derived from the Adjusted Book Value Approach was equivalent to Baht 10.36 per share and Baht 8.85 per share, respectively. The fair value of 50% shareholding in Casa Fico and Fena Park derived from the same approach was equivalent to Baht 147.63 million and Baht 44.25 million, respectively.  The fair value of Fico Coffee’s shares derived from the Discounted Cash Flow Approach was equivalent to Baht 4,003.29 – 6,261.59 per share. The fair value of 80% shareholding in Fico Coffee derived from the same approach was equivalent to Baht 64.05 – 100.19 million.  The fair value of Fenix Pizza’s shares derived from the Discounted Cash Flow Approach was equivalent to Baht 9,825.65 – 15,437.90 per share. The fair value of 100% shareholding in Fenix Pizza derived from the same approach was equivalent to Baht 98.26 – 154.38 million.  The fair value of Fenix Iron Fairies’s shares derived from the Discounted Cash Flow Approach was equivalent to Baht 6,733.20 – 7,435.33 per share. The fair value of 85% shareholding in Fenix Iron Fairies derived from the same approach was equivalent to Baht 228.93 – 252.80 million.  The fair value of the Company’s shares derived from the Market Value Approach was equivalent to Baht 1.29 – 1.34 per share.

Guideline that the IFA has compared the fair value of acquired assets and consideration is as follows:

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The Land Group The Food Group The Land Group + The Food Group (Part 4 Clause 2.1) (Part 4 Clause 2.2) (Part 4 Clause 2.3)

Comparing: Comparing: The fair value of the assets to be acquired The fair value of the assets to be acquired with with Total consideration Total consideration

= Gain (loss) from the transaction Part 4 = Gain (loss) from the transaction Part 4 Clause 2.1.1 Clause 2.1.1 Scenario 1: Baht (23.08) - 57.75 million Scenario 1: Baht (1.42) - 114.71 million Scenario 2: Baht (43.42) - 37.41 million Scenario 2: Baht (44.62) - 71.51 million ++ Gain from the adjusted offering price of Part 4 Gain from the adjusted offering price of Part 4 E's shares over the fair value Clause 2.1.2 E's shares over the fair value Clause 2.2.2 Scenario 1: Baht 21.47 - 27.12 million Scenario 1: Baht 45.60 - 57.60 million Scenario 2: Baht 41.81 - 47.46 million Scenario 2: Baht 88.80 - 100.80 million == Total gain (loss) from acquisition Total gain (loss) from acquisition Total gain (loss) from acquisitions of the Land Group Part 4 + of the Food Group Part 4 = of the Land Group +the Food Group Part 4 = Clause 2.1.1 + Clause 2.1.2 Clause 2.1.3 = Clause 2.2.1 + Clause 2.2.2 Clause 2.2.3 = Clause 2.1.3 + Clause 2.2.3 Clause 2.3 Scenario 1: Baht (1.61) - 84.87 million Scenario 1: Baht 44.18 - 172.31 million Scenario 1: Baht 42.57 - 257.18 million Scenario 2: Equal to Scenario 1 Scenario 2: Equal to Scenario 1 Scenario 2: Equal to Scenario 1 Remark: The Adjusted Offering Price for the Private Placement is of Baht 1.53 - 1.71 per share Scenario 1 = Adjusted Offering Price is of Baht 1.53 per share Scenario 2 = Adjusted Offering Price is of Baht 1.71 per share

After considering the value of assets acquisition, total consideration and the advantages of the Company from offering newly-issued ordinary shares at the offering price higher than the fair value of both Land Group and Food Group, the independent financial advisor would like to conclude the benefits (losses) that the Company will receive as follows:

(1) (2) (1) + (2) The Land Group + The Land Group The Food Group Total The Food Group (from Clause 2.1.3) (from Clause 2.2.3) (Unit: Baht million) Total gain (loss) to the Company (1.61) – 84.87 44.18 – 172.31 42.57 – 257.18

The Company will receive the pricing benefit from entering into the transaction approximately of Baht 42.57 – 257.18 million. Thus, the Independent Financial Advisor is of the opinion that the price of the shares acquisition of 50% of Casa Fico and Fena Park (Land Group) and the price of Entire Business Transfer of Food Group is appropriate. (Please see details in Part 4, Clause 1 and 2, page 66 - 123)

For the consideration of prices and conditions of the current connected transactions (excluding the agreements, which will be terminated) (The existing agreements which are 2 Management Service Agreements between Fena Asset and Casa Fico / Fena Park, 2 Consultancy Agreements between Fena Asset and Casa Fico / Fena Park, 1 Management Service Agreement between Fena Asset and Fico Coffee, and 4 Management Service Agreements between Fena Asset and 5 restuarants of Fenix Iron Fairies will be terminated after E’s EGM approved these transactions.)  Not exceeding Baht 100,000,000 promissory note with the maturity period of not exceeding 3 years offered to Srichawla Group as the guarantee that the Company’s share price will not lower than Baht 2.00 per share during the next 3 years is inappropriate due to it does not benefits the Company and the conditions are not appropriate. (Transaction size is Baht 122.50 million.)  Not exceeding Baht 57,500,000 promissory note with the maturity period of 3 years offered to Srichawla Group is appropriate due to it extents the part of payment for the consideration to Srichawla Group for 3 years, which benefits the Company and help the company not to have liquidity problem with appropriate conditions. (Transaction size is Baht 77.40 million.)  The promissory note issued by Fena Asset in order to guarantee EBITDA of Fenix Iron Fairies for the amount of Baht 30 million per year for 2013 and 2014 is inappropriate due to it reduces business risk of Fenix Iron Fairies and benefits the Company directly with the appropriate conditions.  Put Option issued by Srichawla Group for the Company is considered benefit to the Company due to it will be able to receive cash return from Srichawla Group from the exercise of Put Option to sell

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back 50% of Casa Fico and Fena Park purchased in this transaction to Srichawla Group at the end of 5th year at Baht 248.50 million (excluding P/N-100). However, Put Option cannot compensate Carrying Cost of the amount of sell back such shares. Hence, the Company will have loss and some conditions are not appropriate. Therefore, Put Option is inappropriate.  Management Agreements between Fena Asset and Fico Coffee, Fenix Pizza and Fenix Iron Fairies (totaling of 3 agreements) are necessary for the Company to operate food business. However, the IFA could not find suitable compable transaction due to most of consulting/management fees are charged based on different scope of services and there is no publicly disclosed market price for the similar services. However, the IFA views that theses service fees payable to Fena Asset are not too high (Baht 100,000/month/agreement) comparing to the benefits that will gain. Therefore, the price of this connected transaction is acceptable. (Transaction size is Baht 36 million, 10 years term, 3 agreements for 3 companies.)  Lease Agreements and Service Agreements between Fico Group and Casa Fico, Fena Park, Fico Coffee, Fenix Pizza, Fenix Iron Fairies and Fenix Silom (10 agreements and 2 Letters of Offer) contained general conditions are appropriate due to they are in the ranges of market prices and do not differ from the conditions that Fico Group entered the transactions with the external parties. (Total transaction size is Baht 32.85 million.) Please see details in Part 4, Clause 3, page 124 - 128, Attachments, and transaction size calculation in Part 1, Clause 1.4, page 24 - 25 of this report.

Conclusively, even though the offering price (value of acquired assets and consideration for such assets) is appropriate, several connected transactions such as P/N-100 and Put Option are inappropriate. In additional there are several risks exposed to the Company, unclear business of Land Group, and many disadvantages as stated earlier outweighing the benefits that the Company will receive as well as the reasonable offering price. Thus, the Independent Financial Advisor is of opinion to disapprove the transaction regarding the asset acquisitions, connected transactions, and Whitewash in this regard. To approve entering into this transaction, the shareholders shall consider approving the following agenda as listed below. If any one of the following agenda has not been approved, the Company will not be able to invest in Land Group and Food Group (please see the additional detail in the invitation to shareholders’ meeting No. 1/2012). 1) Investment in real estate business and food business from Fico Group 2) The issuance of 353 million newly-issued ordinary shares for the capital increase via private placement for Srichawla Group with the Par value of Baht 1 per share at the offering price of Baht 1.75 per share as the payment for the acquisition of assets of Land Group and Entire Business Transfer of Food Group from Srichawla Group. 3) Issuance of not exceeding 261.74 million shares of Right Offering at a proportion of 4 existing shares for 1 new shares at the offering price of Baht 1.00 per share. 4) Issuance of not exceeding 261.75 million units of E-W2 offered to shareholders who execute Right Offering at a proportion of 1 ordinary share for 1 unit of E-W2 at the offering price of Baht 0.01 per unit with the exercise ratio of 1 unit of E-W2 for 1 ordinary share at the exercise price of Baht 2 per share. (RO is offerred together with E-W2) 5) Whitewash of Srichawla group for acquiring not exceeding 353 million shares or equal to not exceeding 33.72% of total registered and paid-up capital after the PP.

In case of the shareholders’ meeting approves the assets acquisitions, connected transactions, and Whitewash transaction, the Independent Financial Advisor recommends the Company’s audit committee to carefully consider, audit, and approve the current and future connected transactions with Srichawla group, including the conflict of interest which may cause from doing a competing business in the future (Please see more details in Form 247-7 and Part 3, Clause 1.8, page 61 in this report). However, the final decision shall be at own discretionary of the shareholders. The shareholders should consider the information and opinion of the IFA provided in this report before making the decision.

Details of the opinion of the Independent Financial Advisor can be summarized as follows.

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The IFA has summarized the results of the case that the shareholders approve or disapprove these transactions in the flow chart below in order to make shareholders understand the transactions easier (This chart represents only the summary information. Please see more details in this report).

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CharacteristicPart 1: Characteristics and detail of the and transaction details of the transaction

1. Characteristics and details of the transaction

1.1 Objective and background of the transaction Evolution Capital Plc. (the “Company” or “E”) currently operates many different types of businesses in Thailand and Asia region including China, Japan, Bangladesh, Philippines, Indonesia and Cambodia with the objectives to diversify its business without depending on only one business. The Company has invested in businesses of media, advisory, securities, hotel, property development and food and beverage, etc. The Company has seen the potential of food and beverage business. Hence, in 2011, it has started to invest in Magnolia Bakery, a franchise bakery in Japan and the Coffee Bean & Tea Leaf in Cambodia. In addition, the Company has planned to expand to food business in Thailand. Therefore, the Company decided to acquire food and beverage business from Fico Foods, which has experiences and expertise in this business. The Company will acquire the entire business from Fico Foods, which consist of: 1) 16,000 ordinary shares of Fico Coffee at par value of Baht 100 per share which is equal to 80% of its total registered and paid-up capital. 2) 10,000 ordinary shares of Fenix Pizza at par value of Baht 100 per share which is equal to 100% of its total registered and paid-up capital. 3) 34,000 ordinary shares of Iron Fairies at par value of Baht 100 which is equal to 85% of its total registered and paid-up capital. However, Fico Group has a condition to sell 50% shareholding of Casa Fico and Fena Park together with the sales of food business. Additionally, in 2007, The Company has already invested in Casa Fico and Fena Park, which operate property development with a plan to develop high-end residential project and 5-star hotel on Laem Set Beach, Samui Island, Suratthani. Currently, Evolution Land Co., Ltd. (“E-Land”), a subsidiary of EC, holds 42.5% shareholding of Casa Fico and Fena Park. The additional shares which the Company will acquire from Srichawla Group are as follows: 1) 14,250,000 ordinary shares of Casa Fico at par value of Baht 10 per share which is equal to 50% of its total registered and paid-up capital. 2) 5,000,000 ordinary shares of Fena Park at par value of Baht 10 per share which is equal to 50% of its total registered and paid-up capital.

1.2 Transaction date The Company will enter the acquisition of shares of the Land Group from Srichawla Group, and receive the Entire Business Transfer of the Foods Group from Fico Foods after the Company holds an EGM of shareholders No. 1/2012 and the shareholders have granted approval for the Company to carry out the said transaction and the initial key conditions stipulated in Part 1, Clause 1.8, page 30 are fulfilled. The Company’s BOD’s meeting No. 3/2012 held on August 14, 2012, No. 4/2012 held on September 13, 2012, and No. 5/2012 held on October 8, 2012 passed resolutions to approve the said transactions and to propose the matters to the EGM No. 1/2012, which is to be held on November 16, 2012, for consideration and approval. In addition, the BOD’s meeting also approved the authorization of Mr. Simon Gerovich or Mr. Mark Reinecke and/or an authorized director of the Company and/or any person entrusted by Mr. Simon Gerovich or Mr. Mark Reinecke and/or such authorized director of the Company to have the power to consider whether to acquire and accept the transfer of shares of the Land Group from Srichawla Group, and receive the Entire Business Transfer of the Foods Group from Fico Foods as he deems appropriate and the power to consider, contact, negotiate, amend, agree, enter into, execute and deliver relevant documents and/or agreements regarding the acquisition of shares in the Land Group, and Entire Business Transfer of the Foods Group with the counterparties and/or related persons relating to the entering into the transaction including, but not limited to, contacting and seeking approval from relevant authorities, including the SEC and the SET, as well as amending the relevant information memorandum to be disclosed, disclosing relevant information, making statements and providing information to relevant authorities, determine conditions and relevant details in relation to the acquisition of shares in the Land Group and entire business of the Foods Group and to take any action necessary and relevant to entering into the transaction in all respects until completion of the transaction, and to take the foregoing actions. The Company has entered the Memorandum of Understanding (“MOU”) with Fico Foods and Srichawla Group on August 1, 2012 and anticipates that the acquisition of shares in the Land Group, and Entire Business Transfer of the Foods Group will take place within the fourth quarter of 2012.

1.3 General characteristic of the transaction

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1.3.1 Details of the acquisition of assets and Entire Business Transfer of Fico Group

The Company will acquire and accept shares of the Land Group and Entire Business Transfer of the Foods Group as follows:

Current shareholding This transaction After the transaction Transaction Item Type of business2/ No. of Shareholding No. of Shareholding No. of Shareholding value Payment Remark shares portion shares portion shares portion (Baht million) 1) Land Group 1.1) Ordinary Luxury residential 12,112,500 42.50% 14,250,000 50.00% 26,362,500 92.50% 135,148,753 Not exceeding The Company shares of property for leasehold 77,227,859 newly will issue a Casa located on Laem Set, issued ordinary shares conditional Fico1/ Samui Island, for the capital increase promissory Suratthani of the Company at the note3/ in the offering price of Baht amount of not 1.75 per share exceeding 1.2) Ordinary 5-star hotel located on 4,250,000 42.50% 5,000,000 50.00% 9,250,000 92.50% 62,601,247 Not exceeding Baht shares of Laem Set, Samui 35,772,141 newly 100,000,000 Fena Island, Suratthani issued ordinary shares for a period of Park1/ for the capital increase not exceeding of the Company at the 3 years at the offering price of Baht interest rate 1.75 per share of 7.5% p.a. Interest of not exceeding Baht 100,000,000 P/N-100 with the maturity period of not exceeding 3 years at the 22,500,000 interest rate of 7.5% p.a. 4/ 2) Food Group As of June 30, 2012, significant assets of Fico Foods are as follows: 2.1) Ordinary The owner of - - 10,000 100.00% 10,000 100.00% 131,250,000 Not exceeding shares of Domino’s Pizza 75,000,000 newly Fenix franchise in Thailand. issued ordinary shares Pizza Currently there are 2 for the capital increase branches, which are of the Company at the under construction offering price of Baht and planned to open 1.75 per share in 2012. 2.2) Ordinary The owner of Coffee - - 16,000 80.00% 16,000 80.00% 131,250,000 Not exceeding shares of Bean and Tea Leaf 75,000,000 newly Fico franchise in Thailand. issued ordinary shares Coffee Currently there are 5 for the capital increase branches, which are of the Company at the under construction offering price of Baht and planned to open 1.75 per share in 2012.

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Current shareholding This transaction After the transaction Transaction Item Type of business2/ No. of Shareholding No. of Shareholding No. of Shareholding value Payment Remark shares portion shares portion shares portion (Baht million) 2.3) Ordinary The owner of 5 - - 34,000 85.00% 34,000 85.00% 227,937,500 1) Not exceeding shares of restaurants, pubs, and 90,000,000 newly Fenix Iron lounges in Thonglor. issued ordinary Fairies4/ shares for the capital increase of the Company at the offering price of Baht 1.75 per share 2) Promissory Note (P/N)5/ with the principal amount of Baht 57,500,000 which has a maturity date of 3 years from the transaction date and bears an interest rate of 7.5% p.a. (payable on a monthly basis) resulting in an aggregate amount of not exceeding Baht 70,437,500. Total 710,687,500 Plus (1) Expenses for the normal operation of Food Group, which Fico Group already paid after the signing date of MOU 14,000,000 (2) Guarantee amount as per P/N-100 in case that the Company pays the maximum amount 100,000,000 Total transaction value 824,687,500 Remark: 1/ Currently, the Company has invested in Casa Fico and Fena Park via E-Land Co., Ltd. (“EL”), a subsidiary of the Company. 2/ Details of business operation of Casa Fico, Fena Park and companies in Fico Foods are explained in the Attachment of this report. 1 3/ Since the price of shares issued as consideration for the acquisition of assets of Land Group is significantly higher than the Market Price , Company issues the promissory note to Srichawla Group in the amount of Baht 100,000,000 (P/N-100) with the maturity period of not exceeding 3 years from the share issuance date, which is the same as the closing of the transactions approved by the Board of Directors’ meeting and the interest rate of 7.5% p.a. (one-time payment at the due date) which is calculated on an annual basis and accrued until the end of guarantee period. The final amount payable under the P/N-100 shall be adjusted based on the share price of the Company at the end of guarantee period according to the calculation below:

X = Accrued Interest + Final Guarantee Payment

1 Market Price means the volume weighted average price of the Company's shares traded on the MAI 15 consecutive trading days preceding the date on which the Board Meeting resolved to propose an agenda for the Extraordinary General Meeting of Shareholders (“EGM”) No. 1/2012 in order to seek approval for the Company's issuance of new ordinary shares, i.e. the period from July 20, 2012 to August 10, 2012, which is equal to Baht 1.29 (Source: BOD’s meeting of the Company No. 3/2012 held on August 14, 2012)

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Where:

x is the total amount of P/N-100, which shall be paid at the maturity date;

Accrued Interest is the amount of interest calculated on the initial guarantee amount of Baht 100,000,000 from the date of issuance of P/N-100until the maturity date at an interest rate of 7.5% per annum. The interest amount shall be calculated on a monthly basis (but shall not be compounded) and accrued in the books for payment at the maturity date of P/N-100.

2 Final Guarantee Payment = Baht 226,000,000 – (113,000,000 shares x 3-month volume weighted average closing price of the share of the Company traded on the SET or MAI, as the case may be, immediately before the end of the guarantee period). If the result is a negative value then the Final Guarantee Payment shall be Baht 0. If the result is more than Baht 100,000,000, the Final Guarantee Payment shall be capped at Baht 100,000,000. In relation to the P/N-100 offered to Srichawla Group, in the case where the Company decides to sell Casa Fico and Fena Park and/or the land owned by Casa Fico and Fena Park prior to the maturity date of P/N-100. The final payment shall be calculated as follows:

X = Accrued Interest + Final Guarantee Payment

Where:

x is the total amount of P/N-100, which shall be paid at the maturity date;

Accrued Interest is the amount of interest calculated on the initial guarantee amount of Baht 100,000,000 from the date of issuance of the P/N-100 until the closing date of such sales event at an interest rate of 7.5% per annum. The interest amount shall be calculated on a monthly basis (but shall not be compounded) and accrued in the books for payment at the maturity date of P/N-100.

3 Final Guarantee Payment = Baht 226,000,000 – (113,000,000 shares x 3-month volume weighted average closing price of the share of the Company traded on the SET or MAI, as the case may be, immediately before the closing date of such sales event). If the result is a negative value then the Final Guarantee Payment shall be Baht 0. If the result is more than Baht 100,000,000, the Final Guarantee Payment shall be capped at Baht 100,000,000.

Table to summarize the events that will probably be happened for the guarantee payment Weighted average market price of shares for 3 Guarantee payment months period on the due date of the guarantee 1) Market price of Baht 1.11 per share or lower Maximum payment of Baht 100,000,000 2) Market price of Baht 1.12 - 1.99 per share Payment about between Baht 0 -100,000,000 3) Market price of Baht 2.00 per share or higher No payment

4/ Fenix Iron Fairies holds 50% of total registered and paid-up capital of Fenix Silom Co., Ltd. (“Fenix Silom”), while the other 50% are held by non-connected person of the Company and Fico Foods. Fenix Silom operates a lounge, called The Bank Job, in Novotel Hotel Silom, which shall be open in the beginning of 2013. 5/ Promissory note of not exceeding Baht 57,500,000 (P/N-57.5) with the maturity date of 3 years from the completion date of this transaction and interest rate of 7.50% p.a. (payable on a monthly basis) resulting in an aggregate amount for P/N-57.5 of not exceeding Baht 70,437,500. For the transfer of Fenix Iron Fairies, Fico Group shall issue the letter of guarantee for EBITDA of Fenix Iron Fairies of Baht 30,000,000 per year for year 2013 and 2014. If EBITDA is lower than Baht 30,000,000, the different amount shall be deducted from the principal of P/N as stated earlier.

2 The amount of Baht 226,000,000 is derived from the guarantee for the damage from the difference of the Company’s share price, which is guarantee that it will not be lower than Baht 2 per share during the next 3 years. 3 Please see footnote 2.

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On the Closing Date, Srichawla Group will transfer all loans from shareholders to Land Group (as of June 30, 20124 totaling value of Baht 35.46 million) and to Fenix Iron Fairies (as of June 30, 20125 totaling value of Baht 8 million) to the Company with no consideration before the completion of the acquisition of shares of Land Group and the Entire Business Transfer of Food Group from Fico Foods. The Company will transfer shares of Land Group to EL, its subsidiary. For the additional investment in Land Group, Srichawla Group has offered the Put Option to sell back shares at the maturity date of 5 years from the completion date of the share transfer of Casa Fico and Fena Park (“Put Option”). In case that Casa Fico and Fena Park have not yet develop its freehold and leasehold lands, the Company is able to exercisee Put Option, which consists of (1) 14,250,000 shares of ordinary shares of Casa Fico at par value of Baht 10 per share and/or (2) 5,000,000 ordinary shares of Fena Park at par value of Baht 10 per share for Srichawla Group within 60 days (“Exercise Period”). And Srichawla Group agrees to purchase shares as state in (1) and/or (2) (as the case may be) with the totaling value of Baht 183,954,551 for Fena Park and payment in cash within 60 days after the Company excercises Put Option. In this regards, the Company shall transfer loans from Srichawla Group for the Company to invest in Land Group with no consideration back to Srichawla Group with no consideration before the completion of the transaction occurred from exercising Put Option. In case that the Company will not exercise Put Option within the Exercise Period, Put Option shall be expired and Srichawla Group shall be free from this obligation. In this regards, the Company has a policy to allow the management of the Company during such period (at the maturity date of 5 years) to make a decision whether to exercise Put Option or not. However, the management of the Company shall propose for the approval from the BOD’s meeting and/or the shareholders’ meeting and/or any parties and/or any person to comply with rules and regulations including regulations relating to the connected person for the exercise of Put Option. Srichawla Group who has conflict of interest is not eligible to vote in the BOD’s meeting and shareholders’ meeting regarding Put Option exercise and other relevant agendas. For the transfer of Fenix Iron Fairies, Fena Asset Co., Ltd. (“Fena Asset”), which is the affiliate of Fico Group shall issue a promissory note to guarantee for earnings before interest, tax, depreciation, and amortization (“EBITDA”) of Fenix Iron Fairies of Baht 30,000,000 per year for 2013 and 2014 (“P/N-EBITDA”). If EBITDA in any year lower than Baht 30,000,000, the different amount shall be deducted from the principal of P/N-57.5, which shall not exceeding Baht 57,500,000. In addition, not only the payment in form of the Company’s ordinary shares for the capital increase and the issuance of P/N-57.5 for the Entire Business Transfer of Food Group, the Company will also make the payment in cash of not exceeding Baht 14,000,000 for the operating expenses of Food Group, which Fico Foods and/or Fico Group already paid after the signing date of the MOU on August 1, 2012. The Company shall pay such amount to Fico Foods and/or Fico Group after the approval by the Company’s BOD’s meeting. (Presently, the Company has paid Baht 14 million in full to Fico Group.) However, in case that the EGM No. 1/2012 does not approve the transaction, Fico Foods and/or Fico Group shall return a payment of such amount with the interest payment of 7.5% p.a. to the Company within 10 business days after the date the Extraordinary General Meeting of shareholders of the Company No. 1/2012 does not approve this transaction. After the Company receives the Entire Business Transfer of Fico Foods and the Company completes the payment, Fico Foods will register to close the Company with the Department of Business Development, the Ministry of Commerce and liquidate some portions of shareholders’ equity considered unnecessary to repay debts of Fico Foods (such as accrued tax), including 240,000,000 shares for the capital increase of the Company and P/N of not exceeding Baht 57,500,000 (P/N-57.5) for Fico Foods (consisting of Mr. Krit Srichawla, Mr. Akradej Srichawla, Mr. Theprit Srichawla and and Mr. Amorn Srichawla). Consequently, those shareholders will be the shareholders of the Company and have rights on P/N-57.5 in the future. In this regards, it is anticipated that all process shall be completed on the date to receive the Entire Business Transfer.

1.3.2 Comparison of the purchasing price and the value of acquired assets Value of assets according to the Fair value of assets Purchasing price (Baht) information from the Company evalulated by the IFA (Baht million) (Baht million) 1) Land Group Not exceeding 320,250,000 244.368 227.34 – 244.88 2) Food Group Not exceeding 504,437,500 600.000 426.33 – 542.46 Total Not exceeding 824,687,500 844.368 653.67 – 787.34

4 From the internal financial statement for 6 months period ended December 31, 2011 of Casa Fico and Fena Park reviewed by the auditor. However, there is no issuance of the financial statement. 5 From the reviewed financial statement for 6 months period ended June 30, 2012 of Fenix Iron Fairies.

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1.3.3 Details of assets in Land Group

Both Casa Fico and Fena Park operate property development of the same main project located on Laem Set Beach, Samui Island, Suratthani. Marriott chain hotel is appointed as the management. Casa Fico is the developer of luxury residential project named “Marriott Residences Koh Samui at Laem Set Beach” while Fena Park is the developer of 5-star hotel named “Koh Samui Marriott Resort & Spa at Laem Set Beach” with total areas of both projects of 50.36 rai. Currently, the Company holds 42.50% of total registered shares of Casa Fico and Fena Park.

Casa Fico Fena Park Project: Marriott Residences Koh Samui at Laem Koh Samui Marriott Resort & Spa Set Beach at Laem Set Beach Location: Projects of Casa Fico and Fena Park are in the same project areas located on Laem Set Beach, which is on the south east of Samui Island, Tambon Maret Land areas: (totaling of 23.39 rai 26.97 rai 50.36 rai) Type of ownership: Freehold Leasehold Range of lands attached to 220 meters the public road: Range of the beach: 320 meters Type of the project: Luxury residential condominium project 5-star hotel (focus on selling long-term leaseholds to the foreign customers) No of units: 76 units of condominium and 3 villas 155 room

Progress: . Signed the contract with Marriott chain hotel . Finish the construction design plan . Environmental impact assessment (EIA) has been approved by the government office . The management informed that Casa Fico and Fena Park are not yet started.

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Map of lands of Casa Fico at Laem Set, Samui Island

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Plot plan of lands of Casa Fico at Laem Set, Samui Island

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Map of leasehold lands of Fena Park at Laem Set, Samui Island

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Plot plan of leasehold lands of Fena Park at Laem Set, Samui Island

Source of maps and plans totaling of 4 charts: Appraisal report of 15 Business Advisory Limited.

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1.3.4 Details of assets in Food Group

Fenix Pizza Fico Coffee Fenix Iron Fairies Type of Pizza restaurant and Coffee shop Restaurant business: delivery Brand: Domino’s Pizza Coffee Bean & Tea Leaf Operates under many (www.dominos.com) (www.coffeebean.com) restaurants’ name Type of Exclusive in Thailand Exclusive in Thailand Owned by the Company franchise: Opened None None 1. The Iron Fairies – Thonglor branches: www.theironfairies.com 2. Fat Gut’Z – Thonglor 3. Fat’R Gut’Z – Thonglor 4. Clouds – Thonglor 5. Mr.Jones’ Orphanage - Thonglor 6. The Bank Job – Novotel Hotel Silom, expected to open in the beginning of 2013) Opening 1. Holiday Inn 1. Central World Shopping None branches Sukhumvit 22, Center, expected to open in (which expected to open in October 2012 already December 2012 2. Siam Paragon, expect to open signed lease 2. Soi Sukhumvit 49, in October 2012 contracts): expect to open in 3. Interchange 21 Building, December 2012 expected to open in November 2012 4. Holiday Inn Sukhumvit 22, expected to open in December 2012 5. Siam Center, expected to open in December 2012 No of 50 branches in 5 years 60 branches in 5 years 23 branches in 5 years branches: Source: Information Memorandum (IM2) for the asset acquisitions and connected transactions of the Company

1.3.5 Shareholding structure of Land Group and Food Group, which will be acquired by the Company

Current shareholding structure Shareholding structure after the transaction Srichawla Group 0.01 % Evolution Capital Plc. (“Company”) Srichawla Group 100% 33.72% Evolution Land Plc. 100 % (“EL”) Evolution Capital Plc. Fena Park Co., Ltd. (“Company”) 42 .5% 50% (“Fico Foods”) . 100% Casa Fico Co., Ltd. (“Casa Fico”) 80 % Fico Coffee Co., Ltd. Evolution Land Plc. 80 % Fico Coffee Co., Ltd. (“EL”) (“Fico Coffee”) (“Fico Coffee”) Fena Park Co., Ltd. (“Fico Foods”) 92.5%

100 % Fenix Pizza Co., Ltd. 100 % Fenix Pizza Co., Ltd. Casa Fico Co., Ltd. (“Fenix Pizza”) (“Fenix Pizza”) (“Casa Fico”)

85 % Fenix Iron Fairies Co., Ltd. Fena Park Co., Ltd. 85 % Fenix Iron Fairies Co., Ltd. (“Fenix Iron Fairies”) (“Fico Foods”) (“Fenix Iron Fairies”)

50 % 50%

Fenix Silom Co., Ltd. Fenix Silom Co., Ltd. (“Fenix Silom”) (“Fenix Silom”)

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Remark: After these transactions, a representative from Srichawla Group will become Chief Executive Officer (CEO) of Food Group of the Company, however there will not be any change in board of directors and management of the Company as stated in Form 247-7. (1) 7.5% of total paid-up ordinary share of Casa Fico and Fena Park are held by Electron Holdings L.T. Ogier Fiduciary Services (Cayman) Limited, who is not a connected person of the Company and Srichawla Group. (2) At the end of 2011, Fico Foods has only shareholding in Fico Coffee. While, Fenix Pizza and Fenix Silom were established in 2012. In addition, during August 2012, Fico Foods has group restructuring and acquired 100% shares of Fenix Pizza and 85% shares of Fenix Iron Fairies: - Fenix Pizza has changed its shareholding structure. Before the restructuring, Srichawla Group had 100% shareholding in Fenix Pizza, which is currently wholly owned by Fico Foods. - Fenix Iron Fairies has changed its shareholding structure. Before the restructuring, Fena Asset had 50% shareholding in Fenix Iron Fairies, which is currently 85% held by Fico Foods. The other 15% of total paid-up shares of Fenix Iron Fairies are held by Mr. Ashley Robert Sutton, a director and management of Fenix Iron Fairies and not a connected person with the Company and Srichawla Group. (3) 20% of total paid-up shares of Fico Coffee are held by Mr. Le Dong Aean and Mr. Jefery Gwong Chug Lee, existing shareholders of Fico Coffee and not connected persons with the Company and Srichawla Group.

1.4 Type and size of the Transaction

Total value to receive shares of Land Group and Entire Business Transfer of Food Group from Fico Foods shall not be more than Baht 824,687,500. The details are as follows:

Item Payment Total Value 1) Land Group 1.1) 14,250,000 ordinary shares of Casa Fico at Not exceeding 77,227,859 newly issued ordinary Not exceeding par value of Baht 10 per share which is equal shares for the capital increase of the Company Baht 135,148,753 to 50% of its total registered and paid-up at the offering price of Baht 1.75 per share capital 1.2) 5,000,000 ordinary shares of Fena Park at par Not exceeding 35,772,141 newly issued ordinary Not exceeding value of Baht 10 per share which is equal to shares for the capital increase of the Company Baht 62,601,247 50% of its total registered and paid-up capital at the offering price of Baht 1.75 per share . Interest payment for Fico Group from the Not exceeding issuance of guarantee P/N-100 in the amount Baht 22,500,000 of not exceeding Baht 100,000,000 with the maturity period of not exceeding 3 years at the interest rate of 7.5% p.a. as a payment for the acquisition of assets at the price higher than the market price . Maximum guarantee as per P/N-100 Not exceeding Baht 100,000,000 2) Food Group 2.1) 10,000 ordinary shares of Fenix Pizza at par Not exceeding 75,000,000 newly issued ordinary Not exceeding value of Baht 100 per share which is equal to shares for the capital increase of the Company Baht 131,250,000 100% of its total registered and paid-up at the offering price of Baht 1.75 per share capital. 2.2) 16,000 ordinary shares of Fico at par value of Not exceeding 75,000,000 newly issued ordinary Not exceeding Baht 100 per share which is equal to 80% of shares for the capital increase of the Company Baht 131,250,000 its total registered and paid-up capital. at the offering price of Baht 1.75 per share 2.3) 34,000 ordinary shares of Iron Fairies at par 1) Not exceeding 90,000,000 newly issued Not exceeding value of Baht 100 which is equal to 85% of its ordinary shares for the capital increase of Baht 157,500,000 total registered and paid-up capital. the Company at the offering price of Baht 1.75 per share 2) Promissory Note for the amount of not Not exceeding exceeding Baht 57,500,000 with the Baht 70,437,500 maturity period of 3 years and interest rate (Including of 7.5% p.a. (P/N-57.5) interest) . Expenses for the normal operation of Food Cash Not exceeding Group, which Fico Group already paid after Baht 14,000,000 the signing date of MOU Total Not exceeding Baht 824,687,500

Details of transaction size are as follows:

Total value of asset acquisition transaction : Baht 824.69 million (total consideration) Maximum value of transaction as per total value of : 824.69 / 852.44* = 96.74% of total consideration criteria of the Notification of the consolidated assets of the Company as of Acquisition or Disposition of Assets June 30, 2012 Remark: * Total consolidated assets of the Company as per the reviewed financial statement as of June 30, 2012.

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Total value of connected transactions : Baht 941.25 million Transaction size of the connected transactions : 941.25/ 750.85* = 125.36% of NTA of the Company as of June 30, 2012 Source: Information Memorandum (IM2) for the asset acquisitions and connected transactions. Remark: * Total consolidated net tangible assets of the Company as per the reviewed financial statement as of June 30, 2012.

(Unit: Baht) Connected Transactions Land Group Food Group Total Total Consideration (trom table in last page) 320,250,000.00 504,437,500.00 824,687,500.00 Transfer of loans to and accured interest 37,709,833.891/ 10,000,000.001/ 47,709,833.891/ Management Service Agreements Between Fina Asset and Fico Coffee - 12,000,000.002/ 12,000,000.00 Between Fina Asset and Fenix Pizza - 12,000,000.002/ 12,000,000.00 Between Fina Asset and Fenix Iron Fairies - 12.000,000.002/ 12.000,000.00 Total Management Service Agreements - 36,000,000.00 36,000,000.00 Lease and Lease Service Agreements Between B&G Park and Casa Fico (Interchange 21 Bldg., 25th fl.) 144,021.123/ - 144,021.123/ Between B&G Park and Fena Park (Interchange 21 Bldg., 25th fl.) 144,021.123/ - 144,021.123/ Between Fico Housing and Fico Coffee (Sukhumvit 71) - 1,598,400.004/ 1,598,400.00 Between Fico Housing and Fenix Pizza (Sukhumvit 71) - 3,682,800.005/ 3,682,800.00 Between Fena Property and Fico Coffee (Holiday Inn Sukhumvit 22) - 11,430,000.006/ 11,430,000.00 Between Fena Property and Fenix Pizza (Holiday Inn Sukhumvit 22) - 6,858,000.007/ 6,858,000.00 Letter of Offer Between B&G Park and Fico Coffee (Lobby, - 2,700,000.008/ 2,700,000.00 Interchange 21 Bldg.) Letter of Offer Between Fena Holding and Fenix Silom (Novotel - 6,300,000.009/ 6,300,000.00 Bangkok Fenix Silom, B floor) Total Lease and Lease Service Agreements 288,042.24 32,569,200.00 32,857,242.2410/ (including Letters of Offer) Value of Total Connected Transactions 358,247,876.1311/ 583,006,70012/ 941,254,576.1313/ Size of Connected Transactions (% of NTA) 125.36%14/ Remark: 1/ Calculated by the Company. Forecased figures of loan amount and accrued interest till November 16, 2012. (Actual loan amount and accrued interest of Casa Fico and Fena Park based on the reviewed financial statements as of June 30, 2012 is totalling Baht 35,461,604.24. Those of Fenix Iron Fairies is Baht 8,000,000. Total amount is Baht 43,461,604.24.) 2/ From management service fee of Baht 100,000/month * 12 months * 10 years as per agreement = Baht 12,000,000. 3/ Calculated by the Company. It is from lease fee of Baht 4,607.20/month and lease service fee of 6,910.80/month plus 7% valued added tax (“VAT”) only on lease service fee, totalling Baht 12,001.76/month * 12 months as per agreement = Baht 144,021.12 (if calculated without VAT, total lease and lease service fees = 11,518/month * 12 months = Baht 138,216). 4/ From lease fee of Baht 44,400/month * 12 months * 3 years as per agreement = Baht 1,598,400. 5/ From lease fee of Baht 102,300/month * 12 months * 3 years as per agreement = Baht 3,682,800. 6/ From lease and lease service fees of Baht 317,500/month * 12 months * 3 years as per agreement = Baht 11,430,000. 7/ From lease and lease service fees of Baht 190,500/month * 12 months * 3 years as per agreement = Baht 6,858,000. 8/ From lease and lease service fees of Baht 75,000/month * 12 months * 3 years as per Letter of Offer = Baht 2,700,000. 9/ From lease and lease service fees of Baht (150,000/month * 12 months of 1st year) + (175,000/month * 12 months of 2nd year) + (200,000/month * 12 months of 3rd year) as per Letter of Offer = Baht 6,300,000. 10/ In the case that calculated without 7% VAT (under remark 3 above), figure will be = Baht 32,845,632. In the case that calculated by using loan amounts and accrued interest as of June 30, 2012 as per the reviewed financial statements of Casa Fico, Fena Park, and Fenix Iron Fairies (under remark 1 above) and without 7% VAT (under remark 3 above), the following figures will be: 11/ Baht 355,988,036.24 12/ Baht 581,006,700.00 13/ Baht 936,994,736.24 14/ 124.79%

Entering into this transaction is considered as the acquisition of assets with the transaction size of 96.74% of total assets of the Company as of June 30, 2012, which is higher than 50% but not exceeding 100% of total assets of the Company. Hence, it is classified as the transaction in Class 1 Transaction under the Notification of the Acquisition or Disposition of Assets It is also considered as the connected transaction with the transaction size of 125.36% of NTA of the Company as of June 30, 2012, which is higher than 3.00% of NTA of the Company as per the Notification of Connected Transaction, which is required the Company to report to the SET, to appoint the independent financial advisor, and to set up the shareholders’ meeting to approve the transaction. In this regards, the shareholders who have conflicts of interest and have no rights to vote in the agenda in the Extraordinary General Meeting of shareholders No. 1/2012 of the Company to approve the acquisition of shares of Land Group from Srichawla Group and receive the Entire

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Business Transfer of Food Group from Fico Foods is Mr. Krit Srichawla, who is the current shareholder of the Company with shareholding of 72,000 shares.

1.5 The parties involved and the relationship with the Company

Counterparties Relationship Buyer and the issuer Evolution Capital Plc. (the . Evolution Land Co., Ltd., a subsidiary of the Company, is a of the newly issued “Company” or “E”) shareholder of Casa Fico and Fena Park with 42.50% ordinary shares for shareholding of each company. the capital increase . Mr. Simon Gerovich and Mr. Mark Reinecke, directors of the Company, are also directors of Casa Fico and Fena Park Buyer and the Mr. Krit Srichawla, Mr. Amorn . The Company will offer the newly issued ordinary shares for subscriber of the Srichawla, Mr. Theprit Srichawla the capital increase via a private placement to Srichawla Group newly issued ordinary and Mr. Akradej Srichawla as a payment for the acquired assets. Hence, Srichawla Group shares for the capital (together called “Srichawla will become a new shareholder of the Company with 33.72% increase Group” or “” Seller) shareholding of the Company after the capital increase. . the BOD’s meeting of the Company No. 3/2012 held on August 14, 2012 and No. 4/2012 held on September 13, 2012 approved to appoint Mr. Sanjay Singh, Mr. Krit Srichawla, and Mr. Amorn Srichawla which are shareholders and management of Fico Group, to be directors of the Company

1.6 Summary of important contracts

The Company entered into the Memorandum of Understanding (MOU) on August 1, 2012. The details are as follows: Transaction 1 Counterparties : Buyer: Evolution Capital Plc. (“Company”) Seller: Mr. Krit Srichawla, Mr. Amorn Srichawla, Mr. Theprit Srichawla and Mr. Akradej Srichawla Characteristics of : The Company will enter to purchase ordinary shares of Casa and Fena Park from the Seller totaling of the transaction 50% of each company’s total registered and paid-up capital Considerations : The Company will issue 113 million newly-issued ordinary shares for the capital increase (at par value of Baht 1.00 per share) with the offering price of Baht 2.00 per share to the Seller (Later the offering price has been changed. Please see the title “the amendment of MOU after the signing” in this table). Guarantee : The Company agrees to provide a Baht 100 million promissory note with a maturity of 3 years and interest rate of 7.5% p.a. to the Seller (“P/N-100”). The settlement amount as per P/N-100 (“Settlement Amount”) shall be referred to the market price of the Company’s share immediately at the maturity date of P/N-100, which will be calculated as follows:

Settlement Amount = Accrued Interest + Guarantee Payment Where:

Accrued Interest = Baht 100 million x Interest Rate of 7.5% p.a. x 3 years = Baht 22.5 million (maximum amount)

6 Final Guarantee Payment(1) = Baht 226 million – (113 million shares x 3-month volume weighted average closing price of EC shares traded on the SET immediately before the maturity date of P/N-100) In the event that the Company sells shares of Casa Fico and Fena Park or sells lands owned by the Company before the end of the maturity date of 3 years of P/N-100, the market price of the Company’s shares and accrued interest shall be referred the closing date of the sale of shares of Casa Fico and Fena Park or lands. Loan assignment : Previously, the Seller has provided the financial assistance by providing loans to Casa Fico and Fena Park. Hence, the Seller shall transfer such loans with accrued interest to the Company as part of this transaction without any consideration and consider as a part of this transaction. Put Option : After the completion of 5 years period after the transfer of Casa Fico and Fena Park, if Casa Fico and Fena Park have not yet develop or sale lands owned by the Company, the Company can exercise Put Option with the Seller within 60 days (“Exercise Period”) and the Seller agrees to repurchase such shares (as the case may be) at the price of Baht 183,954,551 for the ordinary shares of Casa Fico and Baht 64,545,449 for the ordinary shares of Fena Park and make a payment within 60 days after exercising Put Option. In addition, the Company shall transfer Loan Assignment, as state earlier, back to the Seller without any consideration, which is considered a condition of Put Option. However, in case that the Company will not exercise Put Option within the exercise period, Put Option shall be expired and the Seller shall be free from this obligation. Amendments of : After signing the MOU, the counterparties negotiated to amend the MOU, which are stated in the Sale the conditions in and Purchase Agreement as follows: MOU after - Amend the offering price of the Company’s share to Baht 1.75 per share signing - Limited the Guarantee Amount to Baht 100 million

6 The amount of Baht 226,000,000 is derived from the guarantee for the damage from the difference of the Company’s share price, which is guarantee that it will not be lower than Baht 2 per share during the next 3 years

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Transaction 2 Counterparties : Buyer: Evolution Capital Plc. (“Company”) Seller: Fico Foods Co., Ltd. (“Fico Foods”) Characteristics of : The Company will enter the Entire Business Transfer of Fico Foods, a holding company of franchises the transaction restaurant business. Considerations : . The Company will issue 240 million newly-issued ordinary shares for the capital increase (at par value of Baht 1.00 per share) with the offering price of Baht 2.00 per share to the Seller (Later the offering price has been changed. Please see other topics in this table). . The Company will to provide a Baht 57.5 million promissory note with a maturity of 3 years and interest rate of 7.5% p.a. to the Seller. . The Company will pay the Reimbursement Amount to the Seller at the same amount as the actual operating expenses of the subsidiaries of Fico Foods during the period stated in the MOU. Guarantee : Fena Assets Co., Ltd. (“Fena Asset”) shall guarantee to EC that the EBITDA of Fenix Iron Fairies Co., Ltd. shall not be less than Baht 30 million in each of fiscal year 2013 and 2014 subject to normal operating conditions. The amount of P/N principal payable at the maturity of the P/N term shall be reduced by the amount of any shortfall of the guaranteed EBITDA, subject to claw back provisions from the subsequent years’ performance within the P/N term. Loan assignment : Mr. Krit Srichawla, Mr. Akradej Srichawla, Mr. Theprit Srichawla and and Mr. Amorn Srichawla have provided the financial assistances to Fenix Iron Fairies by providing loans. These 4 lenders agree to transfer such loans with accrue interest to the Company with no consideration. Such transaction is considered as a part of this transaction. Other conditions : . Fico Foods shall transfer entire business of Fico Foods to the subsidiary of the Company, which will operate food business (Evolution Foods) and will be established within August 2012.* . The Company shall appoint Mr. Sanjay Singh as its Chief Executive Officer (CEO), with remuneration of Baht 200,000 per month. . Fico Coffee and Fenix Pizza shall enter into agreements with Fena Assets or any company in Fico Group to appoint Fena Asset to manage and operate business of Fico Coffee and Fenix Pizza with the management fee paid to Fena Assets of Baht 100,000 per month for each of Fico Coffee and Fenix Pizza. Amendments of : . After signing the MOU, the counterparties negotiated to amend the MOU, which are stated in the the conditions in Definitive Agreement as follows: MOU after - Amend the offering price of the Company’s share to Baht 1.75 per share signing - Limited the Guarantee Amount to Baht 14 million Governance : . Srichawla Group shall have the option of adding 4 directors to the board of directors of the Company, which shall comprise of: 1) Mr. Amorn Srichawla 2) Mr. Krit Srichawla 3) Mr. Sanjay Singh 4) Mr. Viroj Tangjetanaporn Mr. Krit Srichawla shall be Chairman of the Executive Committee. . The Company shall also establish the Executive Committee, which shall comprise of 1) Mr. Sanjay Singh 2) Mr. Krit Srichawla 3) A representative of Srichawla Group 4) Mr. Simon Gerovich 5) Mr. Mark Reinecke 6) Ms. Pattama Joednapa Mr. Krit Srichawla shall be Managing Director and Chief Executive Officer of the Company. . Mr. Simon Gerovich shall be Chief Investment Officer. . Mr. Mark Reinecke shall be Chief Investment Officer. . Mr. Simon Gerovich and Mr. Mark Reinecke shall be the authorized signatories of Evolution Foods*. . The Company will apply to be upgraded to the SET’s main board within a period of 6 months after completion of transaction. (This sentence shall be cut off in Sale and Purchase Agreement as details in the next page) Conditions : . The Company shall approve the Right Offering and Transferable Subscription Right (ROs) to the precedent existing shareholders including Srichawla Group at Baht 1 per 1 new share for every 4 old shares. . Each new rights share will receive a free warrant (E-W2), with the strike price of Baht 2.00 per share, which will be valid for 8 years. (These conditions shall be amended in Sale and Purchase Agreement as details in the next page) Remark: * The Company decided to terminate the establishment of its subsidiary, which operates food business (Evolution Foods) to receive Entire Business Transfer of Fico Foods. The amount of payment as per P/N-100 which is a part of the acquisition of Land Group can be calculated as state in page 16 of this report.

Currently, the Company and the Applicants are in the process of preparing the Sale and Purchase Agreement (“SPA”), which its structure is align with the MOU. However, SPA and MOU shall be different as follows: SPA for the 1st Transaction Details in the SPA Details in the MOU Additional conditions for Pre-closing Covenants that the Buyer and Seller shall perform (Comply None with the general conditions of SPA)

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Details in the SPA Details in the MOU Additional conditions for the compensation in case that any party defaults the warrantee None (Comply with the general conditions of SPA)

In addition, the current draft SPA for Transaction 1 contains the following key provisions: Conditions Precedent - The SPA for Transaction 2 and other relevant agreements shall be executed. - After the acquisition of new shares as per Clause 1, the Sellers shall have the right to receive the allotment of newly issued shares in proportion to the shareholding (RO) and the allotment of warrants in proportion to the shareholding (RW: E-W2).

Pre-closing Covenants - Both the Company and the Sellers shall carry on their ordinary businesses, shall not acquire any share from other companies, shall not incur any borrowing in excess of specified amount, shall not create or allot any share capital, shall not declare or make any dividend, shall not make any loan to any person and shall not appoint new auditors.

Closing Obligations - The Sellers shall deliver the relevant share certificates and execute the relevant assignment of loans, as well as delivering other relevant documents in relation to Casa Fico and Fena Park. - The Company shall execute the relevant assignment of loans as well as delivering the promissory note (Baht 100 million) to the Sellers.

Warranties - The Sellers warrant that they are the owner of the sale shares and such shares are free from any encumbrance. - The Company warrants that the shares to be allotted to the Sellers shall be validly allotted and all figures appeared in the financial statements are the latest. - Both the Company and the Sellers warrant that each of them has obtained required licenses and has, at all times, complied with all contractual obligations. Neither of them has not violated the law and does not have any pending litigation which will affect the transaction.

The breaches that could lead to liabilities to pay compensation as currently provided in the draft SPA are (1) breaches of pre-closing covenants and (2) breaches of warranties as aforementioned. For breach of contract, a party may claim for compensation to compensate its loss suffered as a result of such breach based on actual loss, and it is the burden of the party making the claim to prove both such breach and such loss to the satisfaction of the court. This right of claim exists as a matter of Thai laws, even though the agreement is silent on this right.

It is expected that the SPA for execution shall not be materially changed from the current draft. Nevertheless, if the SPA for execution is changed materially, the Company’s shareholders shall be informed for consideration accordingly.

SPA for the 2nd Transaction Details in the SPA Details in the MOU Business of Fico Foods shall be transferred to be under the Business of Fico Foods shall be transferred to be under the food business unit of the Company subsidiary with 100% shareholding by the Company Additional conditions for entering the Management Service None Agreement between Fena Asset and Fenix Iron Fairies. None The Company and a subsidiary of Fico Foods shall enter the Management Service Agreement for the preparation and audit of financial statements of the subsidiary of Fico Foods with the subsidiary’s expenses. Amend the details of the issuance of RO to Right Offering The Company shall determine the details of the issuance of (RO) including the adjustment of information relating to the RO and Warrant amendment of the issuance of RO and Warrant None Determine to transfer the listing of the Company’s shares from the MAI to the SET within 6 months after the Closing Date of the Transaction.

In addition, the current draft SPA for Transaction 2 contains the following key provisions:

Conditions Precedent - The SPA for Transaction 1 and other relevant agreements shall be executed.

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- After the acquisition of new shares as per Clause 1, the Seller shall have the right to receive the allotment of newly issued shares in proportion to the shareholding (RO) and the allotment of warrants in proportion to the shareholding (RW: E-W2).

Pre-closing Covenants - Both the Company and the Seller shall carry on their ordinary businesses, shall not acquire any share from other companies, shall not incur any borrowing in excess of specified amount, shall not create or allot any share capital, shall not declare or make any dividend, shall not make any loan to any person and shall not appoint new auditors.

Closing Obligations - The Seller shall deliver the relevant share certificates and execute the relevant assignment of loans, as well as delivering other relevant documents in relation to Fico Coffee, Fenix Pizza and Fenix Iron Fairies. - The Company shall execute the relevant assignment of loans as well as delivering the promissory note (Baht 57.5 million) to the Seller.

Warranties - The Seller warrants that it is the owner of the sale shares and such shares are free from any encumbrance. - The Company warrants that the shares to be allotted to the Seller shall be validly allotted and all figures appeared in the financial statements are the latest. - Both the Company and the Seller warrant that each of them has obtained required licenses and has, at all times, complied with all contractual obligations. Neither of them has not violated the law and does not have any pending litigation which will affect the transaction.

Source of SPA: Form 247-4

Summary of other agreements of the each company are stated in the attachment.

1.7 The parties involved and the relationship with the Company

Relationship with Fico Group, who is a counterparty of the transaction Relationship Connected Fenix with the Fico Casa Fena Fico Fico Fenix Fenix Person Iron Company Group Fico Park Foods Coffee Pizza Silom Fairies 1) Mr. Krit . Chairman of . Director Director Srichawla the Board of and a Ultimate Directors major share- . Will be a major shareholder shareholder of holder of due to . A major . A major . A major . A major the Company Fico Fenix Iron share- share- share- share- 2) Mr. Amorn . Director . Director Foods Fairies is holder holder holder holder Srichawla who is a a major . Director . Director . Director . Director 3) Mr. Theprit Will be a major - major sharehold Srichawla shareholder of share- er of 4) Mr. Akradej the Company . Director holder Fenix Srichawla Fenix Iron Silom Fairies 5) Mr. Sanjay . Director ------Singh

1.8 Conditions of the transaction

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Entering the transaction of acquiring shares and entire business of Land Group from Fico Group and Food Group from Fico Foods has major conditions as follows: (a) The Extraordinary General Meeting of shareholders No. 1/2012 approves this transaction with at least three-fourth of the total votes, or with proxies (if any), from those attending the meeting and are eligible to vote. Shareholders with the conflict of interest are excluded from voting on this agenda. The agenda also includes the capital increase by offering the newly issued ordinary shares and any relating agenda, which shall be proposed for the approval from the shareholders’ meeting. (b) The Entire Business Transfer of Fico Group and Fico Foods shall be consented or approved by the government offices or counterparties (including but not limit to the consent from the counterparties under financial agreements, franchise agreements or any other agreements). The Company anticipates to complete this process as soon as possible and before the Company completes the transfer of shares of Land Group from Fico Group and Entire Business Transfer of Food Group from Fico Foods. (c) The counterparties shall be approved by its Board of Directors’ meeting and/or its shareholders’ meeting (as the case may be). (d) There is no event or any change of laws or relating regulations, which shall cause the illegal assets or Entire Business Transfer or affect the tax benefits of Fico Group and Fico. (e) Srichawla Group proposes the waiver of the tender offer for all securities of the Company to the shareholders of the Company (Whitewash).

1.9 Information of Fico Group

Information of Fico Group can be summarized as follows:

Srichawla Group

Fico Group

Real Estate & Food & Commerce & Manufacturing Luxury Retail Foundation Hospitality Beverage Trading

The Company will transfer shares and entire business of Fico Group No. 12 - 16 as follows: Company name Type of business Details 1. Fico Corporation Co., Ltd. Real estate & Hospitality Fico Place 2. Park Fico Co., Ltd. Real estate & Hospitality Hotel Muse 3. Fena Estate Co., Ltd. Real estate & Hospitality Grand Millenium Sukhumvit Hotel 4. Eugenia Fenix Co., Ltd. Real estate & Hospitality The Eugenia 5. B&G Park Co., Ltd. Real estate & Hospitality Office Building: Interchange 21 6. Fico Development Co., Ltd. Real estate & Hospitality Novotel Bangkok Fenix Pleonchit 7. Fena Property Co., Ltd. Real estate & Hospitality Holiday Inn Bangkok Sukhumvit 22 8. Sriratana Co., Ltd. Real estate & Hospitality Sriratana Mansion 9. Nana Partner Co., Ltd. Real estate & Hospitality Nana Plaza 10. Fena Holding Co., Ltd. Real estate & Hospitality Novotel Bangkok Fenix Silom 11. Melcon Property Co., Ltd. Real estate & Hospitality Mercure Samui Fenix Report 12. Casa Fico Co., Ltd. Real estate & Hospitality Mariott Residence 13. Fena Park Co., Ltd. Real estate & Hospitality JW Mariott Resort & Spa Samui 14. Fico Coffee Co., Ltd. Food & Beverage Owner of Coffee Bean & Tea Leaf in Thailand 15. Fenix Pizza Co., Ltd. Food & Beverage Owner of Franchise - Domino’s Pizza in Thailand 16. Fenix Iron Fairies Co., Ltd. Food & Beverage  Restaurant: Iron Fairies - Thonglor  Restaurant: Fat Gut’z - Soi Thonglor

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Company name Type of business Details 12  Restaurant: Fat R Gut’z – At Seenspace, Soi Thonglor 13  Restaurant: Clouds – At Seenspace, Soi Thonglor 13  Restaurant: Mr. Jones’ Orphanage - at Seenspace, Soi Thonglor 13  Restaurant: The Bank Job at Novotel Silom, which will be opened in the beginning of 2013 17. Fena Asset Co., Ltd. Food & Beverage Restaurant: Nest – in Le Fenix Hotel, Soi Sukhumvit 11 18. Lasser (India) Inc. Commerce & Trading Sole Distributor Agent of Swiss Embroidery Machines of Lasser Brand in India 19. Fenatex India Private Co., Ltd. Commerce & Trading Trading Agent of Yarn in India 20. Fico Asia Ltd. Commerce & Trading Trading Agent of Yarn in China 21. Fenatex Co., Ltd. Commerce & Trading Semi Synthetic Yarn Trading 22. Fena Plus Amann Co., Ltd. Commerce & Trading Embroidery Thread and Yarn Trading 23. Setafil (Thailand) Co., Ltd. Commerce & Trading Yarn Distributor 24. Fico Housing Co., Ltd. Commerce & Trading Laundry Service, Contractor and Event Marketing 25. Melcon Co., Ltd. Commerce & Trading M&E Contractor 26. Melcon Plus Co., Ltd. Commerce & Trading Labor Contractor predominantly for M&E Works 27. Gemini Textile Co., Ltd. Manufacturing Yarn Dyeing and Twisting 28. Gamma Textile Manufacturing Co., Manufacturing Embroidery and Textile Ltd. 29. Bischoff Gamma (Thailand) Co., Manufacturing Embroidery and Textile Ltd. 30. Eschler Thai Knit Co., Ltd. Manufacturing Warp Knit Manufacturing 31. Gamma Knit (Thailand) Co., Ltd. Manufacturing Circular Knit Manufacturing 32. Everest World Co., Ltd. Luxury Retail Brand’s Exclusive Distributors of products - Charriol - Versace - Vertu - Aigner - Longchamp - Adcom 33. Howard Miller Co., Ltd. Luxury Retail Luxury Clocks and Watches 34. K.S. World Pns. Luxury Retail Hi Fi Equipment 35. Kyra Mode Co., Ltd. Luxury Retail Lady Lingerie

1.10 Shareholding portion of the Company before and after the transaction

Due to the Company offers not exceeding 353,000,000 newly issued ordinary shares via a private placement at par value of Baht 1.00 per share with the offering price of Baht 1.75 per share to Srichawla Group, which consists of Mr. Krit Srichawla, Mr. Amorn Srichawla, Mr. Theprit Srichawla, Mr. Akradej Srichawla and Fico Foods Co., Ltd. as the payment for the acquisition of assets, Srichawla Group will become a major shareholder of the Company with 33.72% shareholding of total registered and paid-up capital of the Company after the capital increase via PP. In addition, according to the conditions of the transaction, the Company shall issue the Right Offering (“RO”) to existing shareholders of 1 new share for every 4 existing shares at the subscription price of Baht 1.00 per one new ordinary share in order to use cash proceeds from the issuance to expand Foods Group transferred from Fico Foods. Consequently, Srichawla Group will also receive RO in this transaction. The Company will also offer 261,750,000 units of warrant series 2 (“E-W2”) together with the issuance of Right Offering at the offering price of Baht 0.01 per unit with a strike price of Baht 2.00 at the exercise portion of 1 unit of warrant for 1 ordinary share, which will be valid for 8 years for the shareholders who receive RO shares. However, if the warrant holders, who are not the existing shareholders, exercise E-W2, shareholding portion of Srichawla Group will reduce to 28.10% of total registered and paid-up capital of the Company after the exercise of E-W2. RO will be offered together with E-W2 which means shareholders shall subscribe RO shares and E-W2 in the same amount and cannot subscribe either RO or E-W2 regardless of subscription in exact, more than, or less than proportion of shareholding.

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The shareholding portion of current major shareholders and Srichawla Group after the private placement, RO, and E-W2 will be as follows: a) Maximum shareholding of Srichawla Group: in the case that all existing shareholders of the Company do not subscribe RO shares. Srichawla Group subscribes all RO shares in full, then fully exercise of E-W2 later

August 30, 2012 After PP After RO After exercise of E-W2 Shareholders No. of shares % No. of shares % No. of shares % No. of shares % 1. Srichawla Group*, consisting of Mr. Krit Srichawla, 72,000 0.01% 353,072,000 33.72% 614,822,000 46.98% 876,572,000 55.81% Mr. Amorn Srichawla, Mr. Theprit Srichawla, and Mr. Akradej Srichawla 2. Goldman Sachs International 111,500,000 16.07% 111,500,000 10.65% 111,500,000 8.52% 111,500,000 7.10% 3. MGP Hazel (Mauritius) No. 1 Limited 106,708,400 15.38% 106,708,400 10.19% 106,708,400 8.15% 106,708,400 6.79% 4. Thai NVDR Co., Ltd. 82,418,837 11.88% 82,418,837 7.87% 82,418,837 6.30% 82,418,837 5.25% 5. Miss Ketsuda Titsapark 42,600,000 6.14% 42,600,000 4.07% 42,600,000 3.26% 42,600,000 2.71% 6. Mr. Simon Gerovich 23,125,900 3.33% 23,125,900 2.21% 23,125,900 1.77% 23,125,900 1.47% 7. Mr. Collin Carl Baker 21,374,000 3.08% 21,374,000 2.04% 21,374,000 1.63% 21,374,000 1.36% 8. Mr. Wichal Kadia 14,932,800 2.15% 14,932,800 1.43% 14,932,800 1.14% 14,932,800 0.95% 9. Goldman Sachs & Co 14,690,600 2.12% 14,690,600 1.40% 14,690,600 1.12% 14,690,600 0.94% 10. Thailand Securities Depositary Co., 13,975,100 2.01% 13,975,100 1.33% 13,975,100 1.07% 13,975,100 0.89% 11. Banque Morvalet CIE S.A. 9,309,700 1.34% 9,309,700 0.89% 9,309,700 0.71% 9,309,700 0.59% 12. Mr. Taweechat Jurangkul 8,400,000 1.21% 8,400,000 0.80% 8,400,000 0.64% 8,400,000 0.53% 13. Chase C.S. Central Nominees Limited 11 7,849,900 1.13% 7,849,900 0.75% 7,849,900 0.60% 7,849,900 0.50% 14. Mr. Mark Micheal Sainek 7,152,000 1.03% 7,152,000 0.68% 7,152,000 0.55% 7,152,000 0.46% 15. Mr. Kobpong Trisook 4,700,000 0.68% 4,700,000 0.45% 4,700,000 0.36% 4,700,000 0.30% 16. Other existing shareholders 225,190,763 32.45% 225,190,763 21.51% 225,190,763 17.21% 225,190,763 14.34% Total 694,000,000 100.00% 1,047,000,000 100.00% 1,308,750,000 100.00% 1,570,500,000 100.00% Remark: * As of August 30, 2012, Mr. Krit Srichawla holds 72,000 shares of the Company. After Fico Foods completes the Entire Business Transfer to the Company, it will be liquidated and dissolved. In addition, all ordinary shares of the Company shall be transferred to Srichawla Group, who are the shareholders of Fico Foods.

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b) Minimum shareholding of Srichawla Group: in the case that Srichawla Group does not subscribe RO shares. All existing shareholders of the Company subscribe all RO shares in full, then fully exercise of E-W2 later.

August 30, 2012 After PP After RO After exercise of E-W2 Shareholders No. of shares % No. of shares % No. of shares % No. of shares % 1. Srichawla Group*, consisting of Mr. Krit Srichawla, 72,000 0.01% 353,072,000 33.72% 353,072,000 26.98% 353,072,000 22.48% Mr. Amorn Srichawla, Mr. Theprit Srichawla, and Mr. Akradej Srichawla 2. Goldman Sachs International 111,500,000 16.07% 111,500,000 10.65% 153,557,858 11.73% 195,615,716 12.46% 3. MGP Hazel (Mauritius) No. 1 Limited 106,708,400 15.38% 106,708,400 10.19% 146,958,864 11.23% 187,209,328 11.92% 4. Thai NVDR Co., Ltd. 82,418,837 11.88% 82,418,837 7.87% 113,507,265 8.67% 144,595,693 9.21% 5. Miss Ketsuda Titsapark 42,600,000 6.14% 42,600,000 4.07% 58,668,742 4.48% 74,737,484 4.76% 6. Mr. Simon Gerovich 23,125,900 3.33% 23,125,900 2.21% 31,849,001 2.43% 40,572,102 2.58% 7. Mr. Collin Carl Baker 21,374,000 3.08% 21,374,000 2.04% 29,436,284 2.25% 37,498,568 2.39% 8. Mr. Wichal Kadia 14,932,800 2.15% 14,932,800 1.43% 20,565,460 1.57% 26,198,120 1.67% 9. Goldman Sachs & Co 14,690,600 2.12% 14,690,600 1.40% 20,231,902 1.55% 25,773,204 1.64% 10. Thailand Securities Depositary Co., 13,975,100 2.01% 13,975,100 1.33% 19,246,515 1.47% 24,517,930 1.56% 11. Banque Morvalet CIE S.A. 9,309,700 1.34% 9,309,700 0.89% 12,821,324 0.98% 16,332,948 1.04% 12. Mr. Taweechat Jurangkul 8,400,000 1.21% 8,400,000 0.80% 11,568,484 0.88% 14,736,968 0.94% 13. Chase C.S. Central Nominees Limited 11 7,849,900 1.13% 7,849,900 0.75% 10,810,886 0.83% 13,771,872 0.88% 14. Mr. Mark Micheal Sainek 7,152,000 1.03% 7,152,000 0.68% 9,849,738 0.75% 12,547,476 0.80% 15. Mr. Kobpong Trisook 4,700,000 0.68% 4,700,000 0.45% 6,472,842 0.49% 8,245,684 0.53% 16. Other existing shareholders 225,190,763 32.45% 225,190,763 21.51% 310,132,835 23.70% 395,074,907 25.16% Total 694,000,000 100.00% 1,047,000,000 100.00% 1,308,750,000 100.00% 1,570,500,000 100.00% Remark: * As of August 30, 2012, Mr. Krit Srichawla holds 72,000 shares of the Company. After Fico Foods completes the Entire Business Transfer to the Company, it will be liquidated and dissolved. In addition, all ordinary shares of the Company shall be transferred to Srichawla Group, who are the shareholders of Fico Foods.

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2. Information of Evolution Capital Plc. Detail is in Attachment 1 of this report.

3. Information of Casa Fico Co., Ltd., Fena Park Co., Ltd., Fico Foods Co., Ltd., Fico Coffee Co., Ltd., Fenix Pizza Co., Ltd., Fenix Iron Fairies Co., Ltd., and Fenix Silom Co., Ltd. Detail is in Attachment 2 of this report.

4. Impact from the issuance of new ordinary shares via a private placement to Srichawla Group which is a connected person.

In case that the Extraordinary General Meeting of shareholders of the Company No. 1/2012 approves the acquisition of shares of Land Group from Srichawla Group and receive the Entire Business Transfer of Food Group from Fico Foods, the shareholders shall approve other relating transactions as follows: 1) Issuing and offering not exceeding 353,000,000 newly issued ordinary shares via a private placement at par value of Baht 1.00 per share with the offering price of Baht 1.75 per share to Srichawla Group as a payment for the acquisition of shares of Casa Fico, Fena Park, and Fico Foods (Please see details in Part 1, Clause 1.3, page 15 - 16). 2) Issuing and offering not exceeding 261,750,000 shares of Right Offering to the existing shareholders at the portion of 1 new share for every 4 existing shares with the subscription price of Baht 1.00 per share. 3) Issuing and offering not exceeding 261,750,000 units of warrant series 2 (“E-W2”) for the shareholders who subscribe RO at the offering price of Baht 0.01 per unit of E-W2 with the exercise price of Baht 2.00 at the exercise portion of 1 unit of warrant for 1 ordinary share, which will be valid for 8 years for the shareholders who receive RO. (RO is offered together with E-W2)

Therefore, existing shareholders of the Company shall have impacts form the dilution effects as follows: (1) Control Dilution

Control Dilution = 1 - Q0 /(Q0+Q1)

Where Q0 = No. of current ordinary shares

Q1 = No. of new ordinary shares

Control Q Q 0 1 Dilution 1) Capital increase via PP 694,000,000 353,000,000 33.72% 2) Capital increase via RO 1,047,000,000 261,750,000 None 3) Exercise of E-W2 3.1) By existing shareholders None 3.2) By new shareholders 1,308,750,000 261,750,000 16.67%

(2) Price Dilution

Price Dilution = P0 - P1 P0

Where P0 = Current market price

P1 = Market price after issuance (P0 x No. of paid-up shares) + (Exercise Price x No. shares issued for the exercise of warrant) (No. of paid-up shares + No. shares issued for the exercise of warrant

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P0 P1 Price Dilution 1) Capital increase via PP 1.29 1.75 None, due to the offering price is higher than the market price 2) Capital increase via RO 1.29 1.00 4.5% 3) Exercise of E-W2 1.29 2.00 None, due to the offering 3.1) By existing shareholders price is higher than the 3.2) By new shareholders market price

(3) Earnings Dilution

Earnings Dilution = (EPS0 - EPS1)/EPS0 Where

EPS0 = Net profit/ Q0

EPS1 = Net profit/ Q1

EPS Dilution 1) Capital increase via PP 33.72% 2) Capital increase via RO None 3) Exercise of E-W2 3.1) By existing shareholders None 3.2) By new shareholders 16.67%

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Part 2: Opinion of the independent financial advisor regarding the

appropriateness of the acquisition of assets and connected transactions

CapAd considers the reasonability of entering this transaction by considering several factors as follows:

1. Objectives and necessity of the transaction

Due to currently the Company, its subsidiaries and associates cannot generate revenues as expected, resulting in net loss of Baht 47.35 million for 6 months period of 2012 (as per the consolidated financial statement of the Company for 6 months period ended June 30, 2012). Since the Company has changed shareholding structure, management structure and financial structure in 2007 in that Nezu Capital Limited and Kudu Co., Ltd. became new major shareholders of the Company, the Company has expanded its business to the real estate sector such as project development consulting and other businesses such as media business, advisory business and securities business, etc. The expansion to the real estate sector since 2007 causing the majority of assets of the Company are the investment in many companies relating to real estate (as of June 30, 2012 the Company and its subsidiaries had total assets of Baht 852.44 million). As of June 30, 2012, total investment value in real estate business was Baht 508.99 million or equal to 59.71% of total assets of the Company and its subsidiaries. The details are as follows: Investment Investment Year of Share- value by value by Items invest- holding Cost Equity Type of project Current status ment portion Method Method (Baht mn) (Baht mn) 1) Ordinary shares of 2007 42.5% 123.14 117.47 Marriott Residences Koh Casa Fico (The Samui at Laem Set owner of land with Beach is a luxury total areas of 23.39 residential project, which rai located on consist of 76 units and 3 Samui Island, villas located on Laem Suratthani) Set, Samui Island, Suratthani 2) Ordinary shares of 2007 42.5% 43.21 26.08 Koh Samui Marriott Fena Park (The Resort & Spa at Laem owner of 30-year Set Beach is a 5-star leasehold land with hotel with 155 rooms The project has total areas of 26.97 located on Laem Set, been delayed as a rai located on Samui Island, Suratthani result of world Samui Island, economic recession Suratthani) and the political 3) Ordinary shares of 2008 51% 5.22 - a luxury residential turmoil in Thailand Andaman Beach project in Phangnga Resident Co., Ltd. 4) Ordinary shares of 2008 51% 5.22 - A 5-star hotel in Phangnga Hotel Phangnga Co., Ltd. 5) Lands, with total 2008 - 141.84 - A residential project and areas of 21.2 rai luxury hotel on Samui located at Baan Island, Suratthani Talingngarm, Samui Island, Suratthani 6) Red Planet Hotels 2010 23.1%* 156.03 362.92 Investment in other Still operates and Limited companies and providing successfully raise hotel management funds from investors services at the higher offering prices. 7) Red Planet Hotels 2009 50.9% 3.56 - Hotel development Open Tune Hotel in One (Thailand) Co., February 2012 Ltd. 8) Red Planet Hotels 2011 51.0% 5.10 2.40 Hotel development Will open Tune Two (Thailand) Co., Hotel Asoke in Ltd. September 2012 9) Red Planet Hotels 2011 51.0% 5.10 - Hotel development Open Tune Hotel Three (Thailand) Hadyai in December Co., Ltd. 2011

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Investment Investment Year of Share- value by value by Items invest- holding Cost Equity Type of project Current status ment portion Method Method (Baht mn) (Baht mn) 10) Red Planet Hotels 2011 51.0% 2.55 0.12 Hotel development Will open Tune Four (Thailand) Hotel Phuket in Co., Ltd. September 2012 11) Red Planet Hotels 2011 51.0% 0.05 - Hotel development On the process to Five (Thailand) find the appropriate Co., Ltd. location Total 487.50 508.99 Source: Financial statement of the Company for 6 months period ended June 30, 2012 * As of September 29, 2012, the Company has only 16.35% shareholding portion in Red Planet Hotels (via Evolution Advisors Limited)

According to the world economic crisis in 2008 and political instability in Thailand, it causes negative impacts to the development and investment in real estates of the Company, which are mainly luxury hotels. Hence, the Company decided to delay its luxury real estate projects and expand business to invest in Red Planet Hotel (www.redplanethotels.com), which operates franchised budget hotels from Tune Hotels (www.tunehotels.com) in Thailand, Philippines, Indonesia, China and Bangladesh. Tune Hotels has started its operation in Thailand since the end of 2011. Thus, the Company has not yet recorded revenues from real estate. During the past 3 years, the Company had averagely Baht 180 million revenues and more than 60% of total revenues of the Company and its subsidiaries are from real estate consulting and investment advisory.

Revenue structure of 2009 2010 2011 Jan - Jun 2012 the Company Baht mn % Baht mn % Baht mn % Baht mn % 1. Revenues from real 119.33 75.62 229.42 72.17 126.93 49.80 57.54 54.31 estate consulting services and investment advisory 2. Revenues from digital 15.22 9.65 21.40 6.73 31.59 12.39 18,72 17.67 media services and media design 3. Revenues from - - 40.20 12.65 60.43 23.71 21.84 20.61 management services 4. Other incomes 23.25 14.74 26.87 8.45 35.94 14.10 7.85 7.41 Total revenues 157.81 100.00 317.89 100.00 254.89 100.00 105.94 100.00 Source: Form 56-1 of the Company for year 2011 and IM2 of the Company

The Company needs to search for a new business, which has less impact from uncontrollable external factors and generate recurring revenues without requiring heavey upfront investment in order to generate cash flow for the Company. Therefore, investment in food business by receiving the Entire Business Transfer from Fico Foods, which has potential and will be able to generate recurring revenues without having the significant impacts from economic situation and other external factors. Hence, this Company the transactions are complied with the main business of the Company. However, the agreement to invest in food business requires the Company to purchase 50% of total paid-up ordinary shares of Casa Fico and Fena Park, which the Company has already invested in the portion of 42.50% since 2007 without any development in the project until now. Additionally, as of June 30, 2012, the Company has also provided Baht 35.46 million loans to those two companies (including accrued interest) and has not yet received any return from such investment and principal repayment and interest payment from loans to those two companies since 2007. Currently, the Company still has no definite plan to develop freehold and leasehold lands owned by Casa Fico and Fena Park. Hence, the conditions of entering this transaction, which requires the Company to purchase food business from Fico Foods and invest in Casa Fico and Fena Park at the same time are considered unreasonable and contradict to the objectives and business direction of the Company.

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2. Comparison of benefits and risk of entering the transaction 2.1 Benefits or advantages of enter the transaction

(1) The acquisition of food and beverage business will be a source of revenue for the Company and increase the diversity of business of the Company

Though the current businesses of the Company are variety, they could not generate revenues as expected. Therefore, the Company needs to find a new business to enhance its revenues. Thus, the acquisition of food and beverage business will be a new source of revenue for the Company and increase the diversity of business of the Company, which shall reduce the reliance on the current business. Since, food and beverage business can generate recurring revenues and cash flow, have potential and continuous growth and less affected from the world economic crisis, political instability during 2009-2010, and flood crisis in 2011. This is due to food is important for living. Information from Euromonitor International illustrates that Chain Consumer Food Service in Thailand, which consists of café, bar, full service restaurant, fast-food restaurant, food delivery, food for take-home, self service restaurant and kiosk with more than 10 branches, had continuous growth during the past 4 years, resulting in the increase of total market value from Baht 45,928 million in 2007 to Baht 71,741 million in 2011 or equal to 56% increase. In this regards, total market value of coffee and pizza in 2011 is Baht 5,400 million and Baht 6,996 million, respectively7.

Market value of Food Chain Restaurant from 2007 – 2011 are as follows:

Pizza

Coffee

Thai Casual Dining Ice Cream

Bakery & Donut

Chicken & Burger

Japanese Restaurant

Suki & Shabu Shabu

Source: Euromonitor International and the forecast of Central Retail Group (“CRG”) disclosed in Form 56-1 for the year 2011 Central Plaza Hotel Plc. (“CENTEL”)

Food business of Fico Foods consists of Domino’s Pizza and The Coffee Bean & Tea Leaf, which are planned to operate in 2012 and other 6 restaurants under Fenix Iron Fairies, which 5 of them already operated including The Iron Fairies, Fat Gut’z, Fat R Gut’z, Clouds and Mr. Jones’ Orphanage; while another one, The Bank Job, will be opened in the beginning of 2013. In this regards, only Fenix Iron Fairies, which already operate and generate revenues and profit. In 2011, Fenix Iron Fairies had revenues of Baht 45.34 million and net profit of Baht 3.27 million; while during the 6 months period of 2012, it had revenues of Baht 34.98 million and net profit of Baht 4.82 million. This causes the Company to record profit from the investment in Fenix Iron Fairies immediately. In addition, according to the investment in Fenix Iron Fairies this time, Fena Asset, the affiliate of Fico Group, has been guaranteed for operating results of Fenix Iron Fairies that it will generate profit continuously. Fena Asset will issue the Baht 30 million promissory note to guarantee the earnings before interest, tax, depreciation, and amortization (“EBITDA”) of Fenix Iron Fairies for year 2013 –

7 Source: 56-1 for the year 2011 of Central Plaza Hotel Plc.

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2014 (“P/N-EBITDA”). In case that EBITDA is below Baht 30 million, the difference from such amount shall be deducted from the principal of P/N-57.5 of Baht 57.50 million, which the Company issues for Fico Foods.

(2) Food business is not required heavy upfront investment. However, it can generate recurring revenues for the Company in a short period of time

Though food and beverage business is not required heavy upfront investment, it can quickly generate recurring revenues for the Company comparing to other business such as real estate business. Normally, Fico Foods requires averagely Baht 6.5 million to open one restaurant of Domino’s Pizza (from investment plan of 2013) and Baht 3.5 - 6.5 million per branch for The Coffee Bean & Tea Leaf (from investment plan of 2013). The construction and decoration of a restaurant is required only 1 - 2 months in average. Then the Company will be able to start the operation and record revenues. Currently, Fenix Iron Fairies has 5 restaurants already operated, including The Iron Fairies, Fat Gut’z, Clouds, Fat R Gut’z and Mr. Jones’ Orphanage; while another one, The Bank Job, is expected to open in the beginning of 2013. Hence, in case the Company receives the Entire Business Transfer of Food Group from Fico Foods and carry out following this expansion plan, its revenues can be forecasted during the next 5 years as follows:

Net revenue from sales and 2012 2013 2014 2015 2016 services (Baht million) 1) Domino’s Pizza 4,785 148,104 267,371 399,175 546,057 2) The Coffee Bean & Tea Leaf 728 87,613 234,470 404,132 599,073 3) Restaurants of Fenix Iron Fairies* 70,278 95,933 99,570 102,557 105,633 Total 75,791 331,650 601,411 905,864 1,250,763 Source: Forecast revenues of the IFA in Part 4 of this report are lower than the forecast revenues of Fico Group and the Company based on the conservative approach. Detailed assumptions of the IFA are also in Part 4 of this report. Remark: Only 5 opened restaurants of Fenix Iron Fairies, excluding The Bank Job.

(3) The acquisition of food business will provide the Company to have rights on franchises with the worldwide and well-known brands

According to the Entire Business Transfer of Food Group from Fico Foods, the Company shall own 80% of total paid-up ordinary shares of Fico Coffee, 100% of total paid-up ordinary shares of Fenix Pizza and 85% of total paid-up ordinary shares of Fenix Iron Fairies. Fico Coffee receives the franchise from CBTL Franchising, LLC., USA, which allow Fico Coffee to operate The Coffee Bean & Tea Leaf in Thailand; while Fenix Pizza receives the franchise from Domino’s Pizza International Franchising Inc., USA to allow Fenix Pizza to exclusively operate Domino’s Pizza in Thailand. Thus, investing to food business this time will provide the Company the rights to own franchises to operate restaurants with the worldwide and well–known brands. Since, one important factor to operate chain restaurants successfully is to build a brand in the mind of consumers, which is normally required an amount of investment for advertising and marketing, the acquisition of Food Group from Fico Foods, which already have Domino’s Pizza and The Coffee Bean & Tea Leaf, the worldwide and well-known brands, will reduce risks of the Company to build new brands as well as reduce the advertising and marketing expenses in order to promote new brands. Domino’s Pizza has started the operation since 1960. At the end of 2011 it has 9,742 branches in 70 countries around the world. It is No.1 of Pizza Delivery with 22.6% market share in USA8. Meanwhile, The Coffee Bean & Tea Leaf has started the operation since 1963 and at the end of 2011 has 800 branches in 20 countries around the world9.

(4) After entering this transaction, the Company will have new shareholders, who has strong financial status and expertise in real estate and food and beverage business

In this transaction, the Company will issue new ordinary shares for the capital increase via a private placement to Srichawla Group, who is the management and shareholder of Casa Fico, Fena

8 Source: Domino’s Pizza, Inc. 2011 Annual Report 9 Source: www.coffeebean.com

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Park and Fico Foods as a payment for the acquisition of assets from Srichawla Group. Hence, Srichawla Group will become a new major shareholder of the Company with 33.72% shareholding after the PP. Srichawla Group has appointed 3 representatives, including Mr. Krit Srichawla, Mr. Sanjay Singh, and Mr. Amorn Srichawla to be directors of the Company and will appoint 3 representatives, including Mr. Krit Srichawla, Mr. Sanjay Singh, and another representative to be the management of the Company. It is anticipated that the experiences and expertise in real estate and food business of Srichawla Group would positively enhance the operation of real estate and food business of the Company. In this regards, Fico Group has experiences and expertise in several businesses for a long time, including real estate and food business. Since 1947, Srichawla Group has began the business of distributing machines for textile and fabric business and later expanded to the manufacturing and distributing of luxury retail products, construction, hotels, and properties (Details of the business of Fico Group and Srichawla Group are in Part 1, Clause 1.9, page 30 - 31)

(5) Entering the transaction is not required large cash payment, which will have no immediate impact to the Company’s cash flow

In order to acquire shares of Land Group from Srichawla Group and receive the Entire Business Transfer of Food Group from Fico Foods with total value of not exceeding Baht 824,687,500, the Company is not required large cash payment. Thus, it will not significantly and immediately affect the Company’s cash flow. Since, the Company will issue not exceeding 353,000,000 new ordinary shares for the capital increase at par value of Baht 1 per share at the offering price of Baht 1.75 per share, totalling value of not exceeding Baht 617,750,000 as a part of payment and issue Baht 57,500,000 of promissory note with the maturity of 3 years and interest rate of 7.50% p.a. (P/N-57.5). In addition, the Company will issue a promissory note to Fico Group with the initial guarantee amount of not exceeding Baht 100,000,000 for a period of not exceeding 3 years with the interest rate of 7.50% p.a. (P/N-100).

(6) The Company will have Put Option to sell 50% of total paid-up shares of Casa Fico and Fena Park back to Srichawla Group at the end of 5th year after the transaction date

Srichawla Group, who is the seller of additional investment of 50% of total paid-up shares of Casa Fico and Fena Park (“Seller”), also provides Put Option for the Company to sell back such investment after 5 years of the completion date of Casa Fico and Fena Park’s shares transfer if Casa Fico and Fena Park have not yet developed or sold lands owned by Casa Fico and Fena Park. The Company can exercise Put Option within 60 days (“Exercise Period”) and the Seller shall buy back such shares (as the case may be) at Baht 183,954,551 for the ordinary shares of Casa Fico and/or Baht 64,545,449 for the ordinary shares of Fena Park. The cash payment shall be completed within 60 days after the exercise of Put Option and the Company shall also transfer loans from the Seller (“Loan Assignment”) back to the Seller without any consideration as a condition of Put Option. The issuance of Put Option shall guarantee that if Casa Fico and Fena Park could not generate return within 5 years, the Company will receive Baht 248,500,000 back. In case that Casa Fico and/or Fena Park would be able to sell freehold and/or leasehold lands within 5 years and generate profit, the Company will not share such profit to Srichawla Group. Hence, Put Option will considerably be downside protection for the Company to enter the acquisition of shares of Land Group.

(7) No impact from Price Dilution due to the offering price is higher than the market price Since the Offering Price of the newly-issued ordinary shares for the capital increase for Srichawla Group is Baht 1.75 per share and the Adjusted Offering Price is Baht 1.53 – 1.71 per share (Please see details in Part 4, Clause 1.3.7, page 34 in this report), which is higher than the current market price, which is Baht 1.29 per share, the offering newly-issued ordinary shares for the capital increase via a private placement this time will have no impact to the share price of the shareholders (Price Dilution).

(8) The condition for the acquisition of Food Group provides the guarantee for the EBITDA of Fenix Iron Fairies for 2013 – 2014, which benefits the Company

For the acquisition of shares of Fenix Iron Fairies, Fena Asset Co., Ltd. (“Fena Asset”), an affiliate of Fico Group, shall issue the Baht 30 million promissory note to guarantee the earnings

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc. before interest, tax, depreciation, and amortization (EBITDA) of Fenix Iron Fairies for 2013 – 2014 (P/N-EBITDA). In case that EBITDA for any year belows Baht 30 million, the different amount shall be deducted from the principal of P/N with the value of not exceeding Baht 57.5 million. This condition shall reduce risks that the operating performances of Fenix Iron Fairies in 2013 – 2014 will be lower than the expectation. Hence, this condition will benefit the Company. However, the Company still expose to the risk of the future operating performances of Fico Coffee and Fenix Pizza, since their performances are not guaranteed.

(9) Acquisition price of Land Group and Food Group are appropriate

Though, the acquisition price of shares of Land Group is not appropriate. However, when considering together with the acquisition price of shares of Food Group, total acquisition price of Land Group and Food Group together are considerably appropriate. (Please see details are in Part 4, Clause 2.3, page 123 of this report)

2.2 Risks or disadvantages of enter the transaction (1) Additional investment in Casa Fico and Fena Park contradicts to the objectives and the current business direction of the Company

Due to the revenues of the Company have not been as expected, the Company needs to find new business to enhance its revenues. Though, entering this transaction will allow the Company to own food business, which is align with the objectives of the Company, the conditions of this transaction is also required to acquire additional 50% of total paid-up ordinary shares of Casa Fico and Fena Park. In this regards, the Company has already invested in the portion of 42.50% since 2007 without any development in the project until now. Additionally, as of June 30, 2012, the Company has also provided Baht 35.46 million loans to those two companies (including accrued interest) and has not yet received any return from such investment and principal repayment and interest payment from loans to those two companies since 2007. Casa Fico and Fena Park own freehold and leasehold lands on Laem Set, Tambon Maret, Samui Island, Suratthani and have planned to develop luxury residential project named “Marriott Residences Koh Samui at Laem Set Beach” and 5-star hotel named “Koh Samui Marriott Resort & Spa at Laem Set Beach”. However, Casa Fico and Fena Park has delayed such projects and other 5-star hotels of the Company as a result of the affects from the world economic recession and political instability in Thailand for the past 4-5 years. In the past 2-3 years, the Company has changed its business direction from investing in 5-star real estate to budget hotels and began to invest in food business. However, after interview with the management of the Company and Fico Group, the IFA still unclear when Casa Fico and Fena Park will start the construction and developed the projects. Therefore, entering this transaction to acquire food business and additionally invest in Casa Fico and Fena Park will cause the Company to invest in assets that do not generate revenues. Additional investment in Casa Fico and Fena Park is as high as Baht 220.25 million (and may increase to not exceeding Baht 320.25 million if P/N-100 is due in full amount) which is accounted for 37.57% of the Company’s total assets (including P/N-100 at full amount of Baht 100 million). It is clearly seen that additional investment in Casa Fico and Fena Park contradicts to the objective of this transaction and the current business direction. The investment in high-end residential and 5-star hotel projects require long period of time to generate revenues and returns. It is also expose and be affected significantly by the external factors due to its nature and risks of such business which the Company and shareholders have already experienced negatively during the past 5 years since investing in Casa Fico and Fena Park.

(2) Acquisition of shares of Land Group and Entire Business Transfer of Food Group cannot resolve cash flow problem of the Company immediately

The management of the Company states that the Company needs to enter this transaction because the Company has high non revenue-generating assets in comparison to total assets of the Company. While the current business generate insufficient cash flow to the Company, resulting the liquidity problem in the 1st quarter of 2012. Therefore, the Board of Directors of the Company

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc. approved to divest investment in a subsidiary of Evolution Capital, which owns a plot of land, at loss in 2nd quarter in 2012 in order to obtain cash10. However, the IFA analyzed that entering this transaction cannot immediately resolve liquidity problem of the Company due to (a) no clear development plan on Land Group, therefore additional investment in Casa Fico and Fena Park will not generate cash flow in the foreseeable future, (b) investing in Food Group will not immediately generate cash flow to the Company. Fico Coffee and Fenix Pizza are only in the start-up stage and may have risks from the future operation, which their revenues and profit may not be as expected. In addition, it requires high capital investment in expanding stores/outlets for more than Baht 900 million in the next 5 years (from present until 2017) (Part of capital investment is from the cash flow from future operation of Fico Coffee and Fenix Pizza and loans from financial institutions). Referred to the financial projection, Fico Coffee and Fenix Pizza will have the slightly positive EBITDA in 2014 while there is only Fenix Iron Fairies at present showing the steady EBITDA of approximately Baht 30 million per year. Thus, such investment in food and real estate businesses will not be able to solve the current liquidity issue of the Company. The capital increase via Right Offering is the only alternative to help resolve such liquidity problem of the Company, but the Company still needs to allocate a portion of cash proceeds from Right Offering for the additional investment and/or increase capital of Fico Coffee, Fenix Pizza, and Fenix Iron Fairies in the future to support the business expansion and increasing No. of branches.

(3) Risks that the Company may have liquidity problem in the future

At the end of 3rd year from the closing date of this transaction, which is the due date of P/N- 100, the Company shall be due to pay Baht 100 million (in case of the full payment) for P/N-100 and Baht 57.5 million (in case of the full payment) for P/N-57.5 and Baht 22.50 million for P/N-100 of (interest amount of P/N-57.5 shall be paid monthly throughout 3 years period) totaling value of Baht 180 million. Hence, the Company may have liquidity problem. However, it also depends on the success of Right Offering, the exercise of warrant series 1 and 2 in the future, the future operating performance of Food Group, the success of loans arrangement from financial institutions of Food Group, the Company’s share price in the next 3 years, the success of disposal of RPHL shares and the Initial Public Offering (IPO) and listing shares on the stock exchange of RPHL, the success of selling freehold and leasehold lands of the Company, Casa Fico, and Fena Park in the future (in case that the Company decides to dispose freehold and leasehold lands). In addition, in case that Casa Fico and/or Fena Park decide to develop high-end real estate project and 5-star hotels in the future, it shall require lots of equity and debt financing and this may cause the Company the liquidity issue in the future. However, in the case that the Company decided to sell all shares of Casa Fico and Fena Park and/or all freehold and leasehold lands of Casa Fico and Fena Park before expiration of P/N- 100, the Company should have sufficient proceeds to repay P/N-100 and its interest unless the selling price is substantially low. The Company has an opinion that Right Offering should be well responsed and subscribed by the existing shareholders due to the offering price is only Baht 1.00 per share, which is lower than the current market price. Moreover, it is also offer E-W2 at the offering price of only Baht 0.01 per warrant. This package offer should attract existing shareholders to subscribe Right Offering together with E-W2. Srichawla Group who will become a 32.72% major shareholder after PP subscribe RO and E-W2, the Company will receive at least Baht 89,132,500 cash proceeds. Additionally, the Company plans to borrow from the financial institutions to invest in food business. The Company has forecasted equity amount for the expansion of The Coffee Bean & Tea Leaf and Domino’s Pizza for the first 5 years of Baht 160 – 190 million. The remaining amount of investment in food business shall be from loans from financial institutions and operating performance of food business. Hence, the Company views that it should not be a problem to fund the food business in the next 5 years. For the payment of P/N-100 of Baht 100 million (in case of the full payment), P/N-57.5 of Baht 57.5 million (in case of the full payment), and the interest payment for P/N-100 of Baht 22.50 million, totaling Baht 180 million due at the end of 3rd year (or P/N-100 may be due earlier as previously mentioned), the Company is of an opinion that the worst case scenario should not occur which means the following events should not occur at the same time; P/N-100 is due in full amount of Baht 100 million, unsuccessful divestment of RPHL shares, unsuccessful Right Offering, or the suddently- incurred economic crisis in Thailand or worldwide, etc. As such, the Company should be able to repay

10 Reason of liquidity problem has not been stated as the objective of this transaction in any document of the Company which was disclosed to the SET.

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P/N-100, P/N-57.5, and interest of P/N-100 which the total amount should not reach as high as Baht 180 million). However, the IFA is of an opinion that the Company still expose to liquidity problem under the worst case scenario. If the worst case scenario really occurs, the Company still has no plan to handle the worst case scenario.

(4) The risk that this transaction may be considered the Backdoor Listing

Due to the transaction size according to the criteria of the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E. 2547 (2004) is 96.74% of total assets of the Company as per the consolidated financial statement as of June 30, 2012, which is considered very significant. Though the transaction size is not exceeding 100% of total assets of the Company, in case that the Company acquires additional assets from Srichawla Group within 1 year from the transaction date or Casa Fico and Fena Park decided to develop any project within 1 year from the transaction date, total transaction size may possibly be over 100%. Hence, this transaction is classified as the Backdoor Listing. In addition, the Company will privately place new shares to Srichawla Group, resulting shareholding of Srichawla will be 33.72% of total paid-up capital of the Company after PP. Srichawla Group has rights to appoint 4 directors (out of total of 9 directors) and 3 executive directors (out of total of 6 executive directors). Therefore, the asset acquisition transaction may be viewed as the Backdoor Listing if it falls into one of the following criterias: (a) The transaction size is 100% or higher; or (b) The asset acquisition results in the controlling power being transferred from controlling shareholders of the listed company to controlling shareholders of a non-listed company or to the former owner of such assets; or (c) The asset acquisition is a result of a consolidation of businesses resulting in the shareholders of the listed company holding less than 50% of the paid-up capital of the company resulting from the consolidation or results in the controlling power being transferred from the controlling shareholders of the listed company to the controlling shareholders of a non-listed company.

The SET may consider combining separate acquisitions occurring during 12 months period after the Company or any of its subsidiaries acquires assets as the same acquisition for purposes of calculating the transaction size. In case that the SET considers this transaction as the Backdoor Listing, the Company must resubmit the listing application to the SET in accordance with the Regulations of the Stock Exchange of Thailand Re: Listing of Ordinary Shares or Preferred Shares as Listed Securities. The SET will consider the qualifications of new business, whether it is qualified to be listed. However, in considering the qualifications of Fico Foods, Casa Fico, and Fena Park, there are some qualifications that are not complied with the regulations of the Market for Alternative Investment (“MAI”), such as operating performance (net profit). Thus, there is a risk that the SET may not approve the listing of the Company’s shares. Consequently, the Company’s shares may possibly be delisted from the MAI. The qualifications of Fico Foods, Casa Fico, and Fena Park can be compared with the criteria of the MAI as follows: Qualifications of Fico Foods, Casa Fico, and Fena Park, which are new businesses Items acquired by the Company Listing criteria for the MAI as per the financial statement as of December 31, 2011* Registered  Casa Fico Baht 285 million > Baht 20 million. capital (50% = Baht 142.50 million)  Fena Park Baht 100 million (50% = Baht 50 million)  Fico Foods Baht 8 million (only paid-up capital deducted by capital receivable)  Fico Coffee Baht 2 million (80% = Baht 1.6 million)  Fenix Pizza, Fenix Silom (no financial statement for 2011)  Fenix Iron Fairies Baht 4 million (85% = Baht 3.4 million)

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Qualifications of Fico Foods, Casa Fico, and Fena Park, which are new businesses Items acquired by the Company Listing criteria for the MAI as per the financial statement as of December 31, 2011* Track record  Casa Fico Baht (3.11) million  2 years operation. (50% = Baht (1.55) million)  Under the same managements for more  Fena Park Baht (12.96) million than 1 year prior to the application date. (50% = Baht (6.48) million)  Have net operating profit for the latest  Fico Foods Baht (0.72) million year prior to the application date and  Fico Coffee Baht (0.93) million have positive retained earnings for the (80% = Baht (0.74) million) year that apply for listing.  Fenix Pizza, Fenix Silom (no financial statement for 2011)  Fenix Iron Fairies Baht 3.27 million (85% = Baht 2.78 million) Financial Shareholders’ equity  Shareholders’ equity of more than Baht status and  Casa Fico Baht 274.12 million 20 million. liquidity (50% = Baht 137.06 million)  Must be in a stable and healthy financial  Fena Park Baht 60.59 million condition and have sufficient working (50% = Baht 30.29 million) capital.  Fico Foods Baht 7.28 million  Fico Coffee Baht 1.07 million (80% = Baht 0.86 million)  Fenix Pizza, Fenix Silom (no financial statement for 2011)  Fenix Iron Fairies Baht 7.12 million (85% = Baht 6.05 million) Remark: * The SET considers operating performance and financial status from the most recent audited financial statement, which is the financial statement for the year 2011 ended December 31, 2011.

(5) Unclear plan on Casa Fico and Fena Park, resulting in the insufficient information about the business plan of the Company

The Company plans to enter this transaction in order to operate food business, acquired from Fico Foods. But no information on business plan of Casa Fico and Fena Park is provided to shareholders. Hence, the shareholders may have insufficient information to make a decision to approve this transaction. In case that the Company decides to develop real estate projects under Casa Fico and Fena Park, of which the assets are 23.39 rai of freehold lands and 26.97-rai 30-year leasehold lands (24 - 25 years remaining lease terms) located at Laem Set, Tambon Maret, Samui Island, Suratthani, with the plan to develop a luxury residential project named “Marriott Residences Koh Samui at Laem Set Beach” and 5-star hotel named “Koh Samui Marriott Resort & Spa at Laem Set Beach” and other properties such as freehold and leasehold lands at Baan Taling Ngarm, Samui Island, Suratthani with the plan to develop luxury residential project and 5-star hotel, real estate business will become a main business of the Company. This is due to these 2 projects require more than Baht billions investment. In addition, high-end real estate business and 5-star hotels are significantly affected by the external factors. Hence, if the shareholders approve this investment, it is illustrated that the shareholders accept the risk from instability of revenues of the Company as a result of having real estate business as a main business. And the direction of the Company in the future may be back to the old business that the shareholders have already experienced negatively during the past 5 years.

(6) The unclear plan to manage assets of Casa Fico and Fena Park causes the Company to have a risk of losing the return from investment in Casa Fico and Fena Park and incur opportunity cost

As a result of having the unclear plan to manage assets of Casa Fico and Fena Park, the Company will expose to a risk of losing the return from investment in Casa Fico and Fena Park. Though, Casa Fico and Fena Park has a plan to develop luxury residential projects and 5-star hotels, it is not a good time since there is oversupply of 5-star hotels in Samui Island. This is due to there was Tsunami in Phuket and Phangnga in 2004. Hence, most tourists avoided to stay in those areas and moved to Samui. Consequently, many 5-star hotels and resorts have been built in Samui, which boost up properties prices dramatically. However, later the tourists tend to move back to Phuket and surrounding areas like before the Tsunami. Therefore, it has a substantial impact to those 5-star

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc. hotels and resorts in Samui. In addition, Samui airport has traffic limitation which can only support a limit number of tourists especially during the high season in comparion to Phuket. (5-star tourists choose not to travel by ferries from Suratthani). Samui also has a limited source of fresh water to produce water supply11. According to the Tourism Authority of Thailand (“TAT”), No. of foreign tourists stayed in Samui, which is a target group of 5-star hotels has decreased significantly from 853,475 in 2007 to 750,496 in 2010, or decrease by 12%. This is mainly due to the decrease of foreign tourist of 21%. This report also illustrates the increase number of rooms of hotels and reports of 4%, while the occupancy rate decrease 31%, resulting in the oversupply. Hence, additional investment in Casa Fico and Fena Park, may cause the Company to expose to the risk of not receive return from investment for a short period of time.

Table shows information of hotels and resorts in Amphur Khor Samui, Suratthani in 2007 – 2010

2007 2010 Change No. of rooms 14,405 15,012 Increase 4% Occupancy rate 64.23% 33.59% Decrease 31% Total number of tourists 853,475 750,496 Decrease 12% - Local 77,960 134,128 Increase 72% - Foreigners 775,515 616,368 Decrease 21% Source: e-TAT Tourism Journal No. 1/2012 January – March, Title: Analysis of rooms of hotels and resorts in Thailand

Although, the situation of tourism in 2011 and the first half of 2012 in Samui Island and other parts of Thailand is tending to be better, it is still unclear that investing in residential and 5-star hotels in Samui, which requires billion Baht of investment, will be able to break even or generate profit significantly.

Source: Samui 2011 Hotel Market Update, March 2012, by C9 HotelWorks (www.c9hotelworks.com)

Moreover, it is not easy to arrange loans to develop high-end real estate projects and 5-star hotels on Samui Island. Due to currently, most commercial banks have a policy not to provide loans to develop real estate projects and 5-star hotels on Samui Island because of the negative outlook and

11 From the interview with the senior officers/management of 5 commercial banks about the real estate and hotel outlook in Samui Island and the bank policies to provide loans for such projects.

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc. many borrowers, who are hotel developers on Samui Island, still have problems to repay principals and interest. However, some commercial banks are still open for discussion but on cautiousness and only to some specific cases by carefully considering on the specific projects, specific developers, specific project owners as well as carefully reviewing on construction costs and project financial structure. Strict terms and conditions may apply, for example: limited D/E ratio, in comparison to projects in other areas such as Phuket12. In case, that the Company would like to sell freehold and leasehold lands of Casa Fico and Fena Park, there is still uncertain that the Company will be successful or make profit from the sales since until now, no one expresses intention to purchase such assets at the profitable price. Hence, in case that Casa Fico and Fena Park could not make profit, the Company will have the opportunity cost from this investment since the investment value is as high as Baht 220.25 million (Calculating from No. of newly-issued ordinary shares of 113 million shares for Food Group at the offering price of Baht 1.75 per share and interest payment for Baht 100 million P/N-100 with the interest rate of 7.50% p.a.). The Company may also be required to have the additional payment of not exceeding Baht 100 million if it is subjected to pay Fico Group as per P/N-100. In case that the Company could not record revenues from Casa Fico and Fena Park, the Company will have the opportunity cost for the additionally investment of (1) Baht 38.85 million per year13 with no payment on P/N-100 principal or (b) not exceeding Baht 57.27 million year14 with full payment of Baht 100 million on P/N-100 principal.

(7) Risk from the relevant government agencies and/or the counter parties do not approve the Entire Business Transfer

Due to the Entire Business Transfer of Food Group must be consented or approved by the relevant government agencies and/or involved counter parties to allow enter the transaction, for example; consent from the counter parties of the financial agreements, etc. Hence, if the relevant government agencies and/or involved counter parties do not approve the transaction, the Company will have risk of not be able to continue the Entire Business Transfer of Food Group. However, Fenix Pizza received a letter of consent from Franchiser of Domino’s Pizza for the change of shareholders of Fenix Pizza on August 9, 2012. While Fico Coffee received email from the Coffee Beans & Tea Leaf on August 10, 2012 to acknowledge the change of shareholders of Fico Coffee and referred that Area Developer has not been changed from Fico Coffee. However, those 2 letters have not mentioned the increase of franchise fee. In addition, Fico Coffee already paid for the deposit and Initial Development Fee, while Fenix Pizza already paid for the Master Franchise Fee.

(8) The Company’s consolidated financial statement will have additionalt loss from net loss of Casa Fico and Fena Park

Due to Casa Fico and Fena Park have delayed development of the luxury residential projects and 5-star hotels since 2007, Casa Fico and Fena Park have no revenue from real estate business but administrative expenses and financial cost resulting in net loss of Baht 3.11 million and Baht 12.96 million in 2011 and Baht 1.71 million and Baht 6.63 million in the 6 months period of 2012, respectively. While, currently, EL, a subsidiary of the Company, holds 42.50% of total paid-up capital of Casa Fico and Fena Park. Thus, if the Company invests additional 50% of total paid-up capital of Casa Fico and Fena Park, total shareholding of the Company in those two companies will be 92.50%. Consequently, after consolidated the financial statement of Casa Fico and Fena Park, which had net loss, the consolidated financial statement of the Company will be worse (Please see forecasted net loss for 2013 – 2017 of Casa Fico and Fena Park in Part 4, Clause 2.1.1 (b), Page 115). However, in case that the Company exercises Put Option at the end of 5th year, it will record profit from the sales of investment in 50% of total paid-up capital of Casa Fico and Fena Park back to Srichawla Group, which help to compensate some loss occurred during 5 years after Srichawla Group makes a payment for the 50% shareholding of Casa Fico and Fena Park as the conditions of Put Option.

12 Please see footnote 11 13 Calculated from total investment of Baht 220.25 million at the return on equity (Ke) of 17.64% p.a. as details in the discounted cash flow valuation approach. 14 Calculated from total investment of Baht 320.25 million at the return on equity (Ke) of 17.64% p.a. as details in the discounted cash flow valuation approach.

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(9) Consolidated financial statement of the Company will have additional loss from net loss of Food Group

Though Food Group has potential, Fico Coffee and Fenix Pizza will operate at losses for the next 5 years due to the store expansion plan to 60 branches and 50 branches during the next 5 years (2012 – 2016), respectively resulting in expected net loss for the Company for the next 5 years.

Forecasted operating performance of Fico Coffee, Fenix Pizza and Fenix Iron Fairies (Unit: Baht million) 2012F 2013F 2014F 2015F 2016F 2017F Total 100% Net profit of Fico Coffee (8,283) (15,845) (21,701) (19,058) (21,099) 4,412 Net profit of Fenix Pizza (4,905) (16,166) (25,328) (32,680) (35,739) (3,783) Net profit of Fenix Iron Fairies 11,602 17,517 18,672 19,518 21,718 15,550 Total net profit of 3 (1,585) (14,494) (28,357) (32,220) (35,120) 16,180 companies Calculated by shareholding portion 80% of net profit of Fico Coffee (6,626) (12,676) (17,361) (15,247) (16,880) 3,530 100% of net profit of Fenix (4,905) (16,166) (25,328) (32,680) (35,739) (3,783) Pizza 85% of net profit of Fenix Iron 9,862 14,890 15,871 16,591 18,461 13,218 Fairies Total net profit of 3 (1,669) (13,953) (26,818) (31,336) (34,158) 12,965 companies by shareholding portion Source: Forecasted by the IFA in Part 4, Clause 1.2.5 (a), (b) and (c) of this report Remark: The IFA has assumptions that Fico Coffee and Fenix Pizza stop to expand branches in 2016, resulting in having net profit from 2017 due to no initial franchise fee for new branches, no marketing fee on new branches, and branches opened in 2012 are fully depreciated.

(10) The selling price of the ordinary shares of Casa Fico and Fena Park when exercising Put Option is lower than the current investment value

Though, Srichawla Group provides the Put Option for the Company to sell back such investment after 5 years of the completion date of Casa Fico and Fena Park’s shares transfer if Casa Fico and Fena Park have not yet developed or sold lands owned by Casa Fico and Fena Park, the selling price to sell back 50% shareholding of Casa Fico and Fena Park is less than the investment cost when considering the carrying cost for the investment without any return for 5 years without considering net loss of Casa Fico and Fena Park if there is no development of any project or sales out lands resulting in more loss in the consolidated financial statement of the Company. The Comparison of investment value in several cases and the value the Company receive after exercise Put Option are as follows: In case that the Company In case that the Company Unit: Baht has no payment as per has to pay as per P/N-100 Put Option P/N-100 of Baht 100 million of Baht 100 million 50% shareholding portion of Casa 135,148,753 135,148,753 183,954,551 Fico 50% shareholding portion of Fena 62,601,247 62,601,247 64,545,449 Park Interest payment as per P/N-100 22,500,000 22,500,000 (Baht 22.5 million, for not exceeding Baht 100 million which is already at the interest rate of 7.5% p.a. for included in the not exceeding 3 years purchase price) P/N-100 of not exceeding Baht 100 - 100,000,000 - million Carrying Cost* for the investment 174,375,950 174,375,950 - of 5 years Total 394,625,950 494,625,950 248,500,000 Remark: * Carrying Cost derived from value of investment in 50% of total paid-up capital of Casa Fico and Fena Park, which is equal to Baht 197,750,000 for a period of 5 years at the return on shareholders’ equity (Ke) of 17.64% p.a., which is used in the discounted cash flow valuation approach.

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(11) The Company will have loss/disadvantages from providing the financial assistance to Casa Fico and Fena Park more than its shareholding portion after exercising Put Option at the end of 5th year (which is a connected transaction)

The table below will shows that when the Company exercises Put Option at the end of 5th year after the Closing Date, the Company will provide the financial assistance to Casa Fico and Fena Park more than its shareholding portion, which will benefits Srichawla Group, who is a connected period and causing loss/disadvantages to the Company. Such financial assistance is considered a connected transaction. Hence, the Company must be complied with the Notification of the Connected Transaction as clause 4.1 of the table attached in the Notification (excluding the exercise of Put Option, which is considered a connected transaction and the disposition of assets).

December June 30, Closing date Additional loans At the end of 5th year 31, 2011 2012 between 1st year -5th (when exercising Put year after the closing Option) date Shareholding portion of Casa Fico and Fena Park (%) The Company 50.00% 50.00% 92.50% 92.50% 50.00% Srichawla 42.50% 42.50% - - 42.50% Group Laons to Casa Fico and Fena Park (including interest payment) (Baht million) From the 31.641/ 35.462/ 40.003/ 70.003/ 110.00 Company From 31.641/ 35.462/ 40.003/ - 40.00 Srichawla Group Total 63.28 70.92 80.00 70.00 80.00 + 70.00 = 150.00 Portion of financial assistance From the 50% 50% 50% 100% 73.33% Company From 50% 50% 50% - 26.67% Srichawla Group Total 100% 100% 100% 100% 100.00% Remark: 1/ From the audited financial statement of Casa Fico and Fena Park for 2011 ended December 31, 2011. 2/ From the reviewed financial statement of Casa Fico and Fena Park for 6 months period ended June 30, 2012 (not issue). 3/ Assumed figures only, just for explanation purpose. 4/ As per the conditions of Put Option, Srichawla Group will receive the return of loans provided to Casa Fico and Fena Park (Loan Assignment) at the exact amount as on the Closing Date.

(12) Risk of successful from operating new branches of Domino’s Pizza and The Coffee Bean & Tea Leaf and new restaurants of Fenix Iron Fairies and Fenix Silom

Though, the food business transferred from Fico Foods consists of restaurants with international brands such as Domino’s Pizza and The Coffee Bean & Tea Leaf. However, such restaurants are opening. Thus, there is a risk that such brands may not be accepted from consumers as expected because the food and beverage business in high competitive countries also consists of big players with well-known franchise brands. For the Pizza market in Thailand, total market value in 2011 is more than Baht 6,000 million leading by The Pizza Company, which is under Miner International Plc., a big operator owned several businesses in Food Chain Business. Pizza Company is No.1 in this market with 69% market share in 2011 with 235 branches; while Pizza Hut has 74 branches15. However, Domino’s Pizza is on the process of construction and decoration its 2 branches, which are planned to open in 2012. Therefore, Fenix Pizza requires times to catch the market share from those big players. When comparing total 50 branches of Domino’s Pizza, which will be opened within 2016, this figure is considered small. For the coffee business, it is estimated that the market share in Thailand is more than Baht 6,400 million, leading by Starbucks Coffee who begins its operation in Thailand since 199816and

15 Source: Form 56-1 of Minor International Plc. for the year 2011 16 Source: www.bangkokbiznews.com on August 22, 2011

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc. currently has 137 branches17. Currently, there are many new comers with both local and international brands, for example; Coffee World (80 branches), Blue Cup (more than 100 branches), Ninety-four coffee (33 branches), Gloria Jean’s Coffee (3 branches) and Au Bon Pain (49 branches). Hence, there is a risk that The Coffee Bean & Tea Leaf, which are planned to open total 60 branches within 2016, will not be able to catch the market share as expected. Although CapAd has not considered the investment in Fenix Silom, due to Fenix Iron Fairies holds 50% shareholding in Fenix Silom, whereas Fenix Silom has not yet opened its first restaurant named “the Bank Job” at Novotel Bangkok Fenix Silom, and additional 17 new restaurants under Fenix Iron Fairies in which the management of Fico Foods has planed to open in 2013 – 2016 into our share valuation due to no conceptual design and detailed expansion plan available and the IFA is not confident the operating performance of new restaurants of Fenix Iron Fairies outside Thonglor area will be as good as the existing 5 restuarants in Thonglor area. Therefore, it is difficult to accurately and reliably estimate. However, it is still risks that 17 new restaurants and The Bank Job may contribute negative earning to the Company.

(13) Entering this transaction may cause Control Dilution, Price Dilution and EPS Dilution

Since entering the transaction to receive shares of Land Group from Srichawla Group and Entire Business Transfer of Food Group from Fico Foods and the Company will partly make a payment by issuing 353,000,000 newly-issued ordinary shares for Srichawla Group at the offering price of Baht 1.75 per share. In addition, if the shareholders approve the acquisition of Land Group and Food Group, the shareholders will also approve the issuance of Right Offering of not exceeding 261,750,000 shares to existing shareholders and the issuance of E-W2 of not exceeding 261,750,000 units to the shareholders, who have rights to subscribe Right Offering. Hence, in case of the approval, the shareholders shall have impacts as follows: The issuance of 353,000,000 new ordinary Right Offering of not The issuance of shares for the capital exceeding 261,750,000 units of E- increase for Srichawla 261,750,000 shares W2 Group 1) Control Dilution to 33.72% None Case 1: Equal to 0 existing shareholders Case 2: Not exceeding16.67% 2) Price Dilution None, since the selling price None None, since the selling is higher than the market price is higher than the price market price 3) EPS Dilution 33.72% None Case 1: Equal to 0 Case: Not exceeding 16.67% Remark: the calculation of dilution effect to the shareholders for the issuance of RO and E-W2 can be divided into 2 cases: Case 1: Existing shareholders exercise all RO and E-W2. Case 2: None of existing shareholders exercise all RO and E-W2.

(14) Earnings per share (EPS) shall decrease immediately after the capital increase until revenues from food business (or real estate business) will be sufficiently recognized and the shareholders shall have obligations to inject cash for the capital increase via RO and E-W2 in order to maintain their shareholding portions

Due to the Company will increase its capital via a private placement offering to Srichawla Group to support the subscription of RO and the exercise of E-W2, Earnings per share of the Company shall be reduced until revenues from food business (or real estate business) will be sufficiently recorded and the shareholders shall have obligations to inject cash for the capital increase via RO and E-W2 in order to maintain their shareholding portions.

(15) Srichawla Group will become a new major shareholders of the Company with more than 25% shareholding. Hence in the future, if the Company would like to approve any transaction with at least 3/4 of total votes, it is required this group to approve such transaction.

17 Source: www.thaifranchisecenter.com

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In case that the Extraordinary General Meeting of shareholders No. 1/2012 approves the investing in Food Group and Land Group of Fico Group, Srichawla Group will become a new major shareholders of the Company with 33.72% shareholding of total paid-up capital after the capital increase, which is more than ¼ of total voting rights of the Company. It is considered significant. Hence, if the Company would like to approve any transaction with at least ¾ votes, it is required this group to approve such transaction.

(16) Proposing 2 transaction of entering real estate business and food business into only one transaction, will not allow the shareholders to approve only one of those 2 transactions

Due to the BOD’s meeting No. 3/2012 passed a resolution to approve entering to receive the transfer of shares of Land Group from Srichawla Group and the Entire Business Transfer of Food Group from Fico Foods and propose the Extraordinary General Meeting of shareholders No. 1/2012 to approve only one transaction. The shareholders will not be able to choose to approve only one of such 2 transactions. Approving 2 different businesses in one transaction may cause a risk that the Company has to receive the business that it may not want. The shareholders should have rights to choose the best business, which is more appropriate. Since, at the different period of time, the necessity, appropriateness and benefits of investment in each business are different, for example, food business has potential and growth and will not affect from the world economic crisis or political disorder in Thailand, since foods are major factors of live, while, real estate business especially 5-star hotels are significantly affected from those situations. Therefore, if considering the reasonableness and appropriateness, food business is interesting, while real estate business and 5-star hotel on Samui Island may not be good to invest at this time. Accordingly, if the shareholders do not approve such transaction, the Company may loss the opportunities to acquire food business, which has high business potential. In contrast, if the shareholders approve this transaction, the Company has to acquire real estate business, which has many risks as state earlier.

(17) Risk from rely on the management of Fico Group and Fenix Iron Fairies (Mr. Ashley Robert Sutton)

Since the Company has no experience and expertise in food business, it needs to rely on the management and supporting sytem from Fico Group. However, due to Srichawla Group will become a new shareholder with 33.72% shareholding of the Company after the capital increase via PP and enter the management agreement with Fico Asset as well as the statement in the MOU that Mr. Sanjay Singh will become a new management for Food Group, the risk from relying on the management from Fico Group is remained but with the less impacts to the Company. Concepts, menu, and management of 5 restaurants of Fenix Iron Fairies, which already operated, and The Bank Job, which will be opened in the beginning of 2013, are all designed by Mr. Ashley Robert Sutton, who is very capable for this job. However, the Company will have a risk to rely on Mr. Ashley to design new restaurants and manage current restaurants. However, the risk is limited since Mr. Ashley is a director and a shareholder with 15% shareholding portion of Fenix Iron Fairies.

3. Comparison of benefits and impacts of not entering the transaction

3.1 Benefits or advantages from not entering the transaction

(1) The Company may have other alternatives to find the assets, which have more potential and less risks

The objective of entering this transaction is to find the business that can generate cash without requiring high investment. But the condition of this transaction is to enter 2 businesses, real estate business and food business. However, after considering the necessity and appropriateness, the Company still have unclear plan to manage Casa Fico and Fena Park. Hence, entering this transaction may not be the best alternative for the Company. Or, if the Company plans to develop the 5-star projects under Casa Fico and Fena Park under the current economic situation, this is not a good time to invest since the tourism outlook in Samui Island is not yet recovered, while hotels and resorts are oversupply. Moreover, additional investment in Casa Fico and Fena Park will add more exposure to the risk of fluctuation of high-end real estate and 5-star hotel businesses. In addition, in case that the

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Company develops any projects under Casa Fico and Fena Park within 1 year after the closing date of this transaction and make this transaction may be classified as Backdoor Listing. Hence, the Company is required to resubmit the listing application to the SET, causing a risk of not being approved by the SET as a result of not complying with the MAI’s regulations. Therefore, in case that the Company does not enter this transaction, there may be other alternatives to acquire other assets, which have more business potential with higher return and less risks as well as match with the objective and business direction of the Company.

(2) The Company is not necessary to have additional Baht 220 -320 million investment on assets, which do not generate revenues

If the Company does not enter this transaction, it is not necessary to have additional investment in Casa Fico and Fena Park of Baht 220 million (or not exceeding Baht 320 million in case that the Company has to pay for P/N-100 in full amount of Baht 100 million). In this regards, the Company has already invested in Casa Fico and Fena Park since 2007. However, it has never received any return on investment. In additional, Casa Fico and Fena Park still have no clear plan to develop projects on freehold and leasehold lands on Samui Island. Thus, it is possible that the Company will not be able to record revenues from the additional investment in Land Group.

(3) No risk of Backdoor Listing

(4) No risk of insufficient source of fund to develop projects under Casa Fico and Fena Park in case that the Company will develop projects

(5) The Company will not record net loss from additional investment in Land Group and Food Group in the next 5 years

(6) No Control Dilution

(7) No risk of starting new business for Domino’s Pizza, The Coffee Bean & Tea Leaf, and new branches of Fenix Iron Fairies

(8) No risk from relying on the management of Fico Group

3.2 Impacts or disadvantages from not entering the transaction

(1) The Company will lose the opportunity to expand its business to food and beverage sector.

(2) The Company will lose the opportunity to own franchises of food and beverage with worldwide brands.

(3) The Company will lose the opportunity to diversify the sources of revenues.

(4) The Company will lose the opportunity to have new shareholders and managements, who have expertise and experiences in real estate and food business with strong financial background.

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4. Comparison of benefits and impacts of entering the transaction with the connected persons and external parties

The deal structure of the transaction to receive shares of Land Group from Srichawla Group and enter business transfer of Food Group from Fico Foods is complicate including the shares swap, the Entire Business Transfer, the issuance of P/N-100, P/N-57.5, and P/N-EBITDA, the transfer of loans and accrued interest, and Put Option at the end of 5th year after the closing date. However, until now, the Company has no other alternative to compare directly. Hence, the IFA shall compare the historical business opportunities of the Company and the external parties.

4.1 Benefits or advantages of entering the transaction with the connected transaction

(1) Entering this transaction does not required a large amount of investment immediately During the past 2-3 years, after having a policy to search for food business that can generate good cash flow does not require large upfront investment like high-end real estate developments and 5-star hotels, while having less affects from external factors, the Company has contacted The Coffee Bean and Tea Leaf and expressed an intention to be an exclusive franchisee in Japan, where has high business potential. After negotiating for the conditions of franchise, it is required USD 3 million (or around Baht 96 million) upfront franchise fee, excluding the future investment to expand branches in Japan. Eventually, the Company has to reject this business opportunity because the Company has insufficient cash for upfront franchise fee. In addition, the Company has also been a leader to contact Magnolia Bakery for an exclusive franchise in Japan and continued the process until Sweetstar Holdings Limited (“Sweetstar”) owned the franchise license. However, due to high investment requirement to expand branches in Japan and the Company has insufficient cash to inject as additional Sweetstar’s capital, the shareholding portion in Sweetstar was reduced to 19.3%, which is the opportunity loss for the Company to generate revenues and profits from high potential food business in the future. This proposed transaction is not required the Company to pay large amount of cash during the initial period. Most of the payments are paid by newly-issued ordinary shares for private placement, while cash paid for P/N-100, P/N-57.5, and interest of P/N-100 shall be paid in 3rd year after the closing date of this transaction. Hence, it does not immediately affected cash flow of the Company.

(2) Entering this transaction not only provide food business to the Company, but also have connected persons who have experiences and expertise in real estate and food business

Though, the Company has tried to enter food business, it is lack of direct expertise and experience in real food business. Hence, entering this transaction not only provide food business to the Company, but also have Srichawla Group who are connected persons and have experiences and expertise in real estate and food business, as a new major shareholder, directors, and executive directors. Mr. Sanjay Singh, a representive of Srichawla Group, will become CEO of Food Group of the Company.

(3) The offering price of newly-issued shares for the private placement to Srichawla Group is higher than the market price

The Offering Price of newly-issued shares for the private placement to Srichawla Group is Baht 1.75 per share, which is higher than the market price18 of Baht 0.46 per share or 35.66%. And if comparing with the Adjusted Offering Price of Baht 1.53 – 1.71 per share (Please see details in Part 4, Clause 1.3.7, page 110 of this report), such Adjusted Offering Price is higher than the market price of Baht 0.24 – 0.42 per share or 18.60 – 32.56%. Comparing to other channel of capital increase, such as right offering or public offering, the offering price tends to have discount from the market price, which is lower than the offering price offered to Srichawla Group. Even other private placements, the offering price tends to have the

18 Market Price means the volume weighted average price of the Company's shares traded on the MAI 15 consecutive trading days preceding the date on which the Board Meeting resolved to propose an agenda for the Extraordinary General Meeting of Shareholders (EGM) No. 1/2012 in order to seek approval for the Company's issuance of new ordinary shares, i.e. the period from July 20, 2012 to August 10, 2012, which is equal to Baht 1.29. (Source: BOD’s meeting of the Company No. 3/2012 held on August 14, 2012.)

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4.2 Impacts or disadvantages from enter the transaction with the connected person

(1) Entering a transaction with the external party will not have a condition to acquire shares of Land Group

Transaction with Srichawla Group, who is a connected party, is also required the Company to acquire shares of Land Group, causing the Company to have many risks as stated earlier including the risk from unclear business plan of Land Group and business directions of the Company. Entering a transaction with the external party is likely not have a condition to acquire shares of Land Group with many risks attached.

(2) The Company needs to rely on the management and the support of Fico Group to manage food and beverage business

Due to the Company has no experience and expertise in food business, it is exposure to a risk of relying on the management and support from Fico Group (As per the Management Agreement between Fico Asset and Fico Coffee, Fenix Pizza, and Fenix Iron Fairies) significantly.

(3) Chances to have conflicts of Interest with Fico Group

Since, Fico Group owns many businesses, including real estate and food. Though, for food business, Fico Group shall cease this operation (except foods for hotel business of Fico Group), it still operate real estate, it may have conflicts of interest in the future with the Company and its affiliates. This is due to the Company may develop projects in the same areas as those of Fico Group, such as Samui Island, which currently have Mercure Samui Fenix Resort. Moreover, a business plan of the Company is to find the opportunities in new business, which may be the same as the business of Fico Group and cause the conflicts of interest. However, Srichawla Group has issued a not-to-compete undertaking letter, dated August 30, 2012, for not doing the same business in the same market segment in the same areas as long as Srichawla Group is still a major shareholder of the Company. Regarding this mater, the audit committee of the Company shall strictly audit and check the potential conflict of interest continuously in the future.

(4) There may be connected transactions in the future

The Company has begun to have related-party transactions (connected transactions) with Fico Group since the Company invested in 42.50% of total paid-up shares of Casa Fico and Fena Park. Most of the transactions are the management service fee, consultancy services fee, and loans to. Moreover, Casa Fico and Fena Park still have lease of office spaces with Fico Group. (Current office space leases are on 25floor of Interchange 21 Building.) In this regards, food business, which will be transferred from Fico Foods, requires the Company to have new management service agreements of Fico Coffee (to replace the existing agreement), of Fenix Pizza, and of Fenix Iron Fairies (to replace the existing 4 agreements), lease and lease service agreements for Domino’s Pizza and The Coffee Bean and Tea Leaf. And soon Fenix SIlom will enter into a lease and lease service agreements for The Bank Job from Fena Holding Co., Ltd., a company in Fico Group. While, Fico Coffee and Fenix Pizza will enter into the office and warehouse space lease at Sukhumvit 71 from B&G Park Co., Ltd., a company in Fico Group. Thus, if the shareholders of the Company approve this transaction, there will be a number of connected transactions with Fico Group on the transaction date and many more in the future. (Please see more details in Part 3, Clause 1.8, page 60 and Part 4, Clause 3, page 124).

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Part 3: Opinion of the independent financial advisor regarding the

appropriateness of the whitewash transaction

Evolution Capital Plc. (the “Company” or “E”) shall propose the shareholders’ meeting to approve the issuance and offering of newly ordinary shares via a private placement (“PP”) to Mr. Krit Srichawla, Mr. Amorn Srichawla, Mr. Theprit Srichawla, Mr. Akradej Srichawla, and Fico Foods Co., Ltd. (altogether referred as “the Applicants”), who are defined as Concert Parties in holding the Company’s share not over than 353,000,000 shares or equivalent to 33.72% of total registered and paid-up capital of the Company after the capital increase via PP. In this regard, the shareholding of the Applicants is higher than 25% of the registered and paid-up capital of the Company. The Applicants are therefore required to make a tender offer for all securities of the Company in accordance with the Notification of the Capital Market Supervisory Board No. Tor.Chor. 12/2011 re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers. However, the Applicants would like to apply for a waiver of the tender offer for all securities of the Company by virtue of a resolution of the shareholders’ meeting of the Company (“Whitewash”). The opinion of the independent financial advisor on the rationale of Whitewash transaction is summarized below.

1. Business Plan and Policy after Acquisition of the Securities

1.1 Rights of the Applicants

Based on the Company’s latest shareholding lists as of August 30, 2012, Mr. Krit Srichawla is on of the Applicants who holds 72,000 shares or 0.01% of the Company’s total voting rights and 36,000 units of warrant (E-W1). In the event that the Company offers not exceeding 353,000,000 newly issued ordinary shares to the Applicants, the Applicants will therefore holding 353,072,000 shares or 33.72% of the Company’s total voting rights.

No. of shares and shareholding portion No. of shares and shareholding portion after entering into the transaction and after entering into the transaction after Fico Foods transferred all shares to its shareholders Name % of total paid-up % of total paid-up shares after shares after No. of shares No. of shares entering into the entering into the transaction transaction 1. Mr. Krit Srichawla 28,322,000 2.71% 88,322,000 8.44% 2. Mr. Akradej Srichawla 28,250,000 2.70% 88,250,000 8.43% 3. Mr. Theprit Srichawla 28,250,000 2.70% 88,250,000 8.43% 4. Mr. Amorn Srichawla 28,250,000 2.70% 88,250,000 8.43% 5. Fico Foods Co., Ltd.* 240,000,000 22.92% - - Total 353,072,000 33.72% 353,072,000 33.72% Remark: * Regarding the normal Entire Business Transfer, after Fico Foods receives total consideration from the Company, Fico Foods will be dissolved and liquidated as well as transferred the remaining assets i.e. the Company’s shares to its shareholders, who are considered as the Concerted Parties, namely Mr. Krit Srichawla, Mr. Akradej Srichawla, Mr. Theprit Srichawla, and Mr. Amorn Srichawla whose holding shares of 25% each of total paid-up capital of Fico Foods. Based on the latest shareholder lists as of August 30, 2012, which was the latest book closting date, it appeared 3 other names with Srichawla surnames (247-4 Form was not indicated these group of people as Concert Parties) as follows: 1. Miss Premrattana Srichawla 1,400,000 shares 2. Mr. Pornthep Srichawla 1,000,000 shares 3. Mrs. Simratkor Srichawla 381,000 shares

With 33.72% the Company’s voting rights, it is viewed as the significant level of shareholding even it is not yet majority to control the shareholders’ meeting. However, with such shareholding, it shall have rights as stipulated by laws or the Company’s Article of Association to require at least three-fourth of the total votes such as capital increase, capital decrease, whitewash, acquisition or disposition of assets, connected transaction under the notification of the SET, and issuance and offering of debentures, etc If the shareholders’ meeting approved this Whitewash request, the Applicants may acquire up to 49.99% of total voting rights of the Company without making a tender offer for all securities of the Company.

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1.2 Business Objectives and Listing Status

As stated in Form 247-7, “Within the next 12 months, the Applicants have intention to maintain the listing status of the Company, except in the event that the Company cannot maintain its listing qualifications as stipulated by the related regulations”. “In the next 12 months, the Applicants plan to continue the Company’s existing business and follow the current policy of the Company, including the policy and plan for operation of Casa Fico and Fena Park. Prior to the transaction, the Applicants and the Company mutually agreed on holding off the high-end project development in Casa Fico and Fena Park until there is a suitable investment opportunity”. In addition, the Applicants plan to merge the food business with the current business of the Company. Consequent to Fico Foods conducting the Entire Business Transfer to the Company, the Company will expand into food business and have three more subsidiaries as below. The Applicants also wish to take the Company to the next level of growth if there is any prospective investment opportunity in the future by taking into accounts of the highest benefits to the Company and its shareholders. (1) Fico Coffee Co., Ltd. (“Fico Coffee”) operates coffee and tea restaurants under “The Coffee Bean & Tea Leaf” brand, which is the old and large privately-held specialty coffee and tea chain in the United States with over 800 stores worldwide. At present, Fico Coffee has 5 stores under development which are expected to open by the end of 2012. Fico Coffee plans to have 50 stores by the end of 2016. (2) Fenix Pizza Co., Ltd. (“Fenix Pizza”) operates pizza delivery business under “Domino’s Pizza” brand. Founded in 1960, Domino’s Pizza, Inc. is a leading pizza delivery company in the United States with a growing and successful international presence of over 9,900 stores worldwide. Fenix Pizza expects to open 2 outlets in Bangkok inner city in 2012 and has the ambition to achieve 50 outlets in total by 2016 to cover Bangkok outskirts and key tourist destination cities. (3) Fenix Iron Fairies Co., Ltd. (“Fenix Iron Fairies”) operates restaurants with 5 outlets open at present, namely Iron Fairies – an antique wine bar & restaurant, Fat Gut’z – a vintage-style saloon, Clouds – a bar with futuristic decor inspired by nature, Fat R Gut’z – a nautical-themed saloon which is a second branch of Fat Gut’z with larger size and broader menu, and Mr. Jones’ Orphanage – a milk bar and dessert outlet. Fenix Iron Fairies plans to open 1 more outlet in 2012, The Bank Job (expected to open by end of 2012), which is to be operated under Fenix Silom Co., Ltd. (a subsidiary of Fenix Iron Fairies). Therefore, CapAd is of an opinion that the Applicants intend not to materially change the policy to operate its core business. However, it is indicated in Form 247-7 regarding the future operation plan of Casa Fico and Fena Park that the Applicants and the Company mutually agreed on holding off the project development in Casa Fico and Fena Park until there is a suitable investment opportunity. As a result, it is not necessary for the Company to currently acquire assets and receive the Entire Business Transfer which may cause the Company to have burden in issuing newly ordinary shares as a payment for assets, recognize additional losses from Casa Fico and Fena Park in the future, face risk exposure in the high-end real estate business and 5-star hotel, including several disadvantages and risks as mentioned in the Part 2. In addition, the Company’s business direction of the high-end real estate business and the 5-star hotel and the Company’s revenue structure in the future is still unclear at present, the shareholders shall therefore make a decision to approve or not to approve the transaction based on this unclear information.

1.3 Director Structure

As stated in Form 247-7, “After the acquisition of new securities, the Applicants do not intend to change the list of directors of the Company as at 13 September 2012, except for changes as a result of retirement at the end of terms or resignation. In addition, the Applicants have intention to nominate three directors to the executive committee of the Company, namely Mr. Krit Srichawla, Mr. Sanjay Singh and another representative. Thereafter, the executive committee is expected to comprise of Mr. Simon Gerovich, Mr. Mark Reinecke, Ms. Pattama Joednapa and three representatives from the Applicants, where Mr. Krit Srichawla shall be nominated as the chairman of the executive committee”. The Company’s Board of Directors currently comprises of 9 directors and 4 directors are representatives of the Applicants as detailed below:

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The Company’s existing Board of Directors (as of September 13, 2012) is as follows:

Name Position 1. Mr. Krit Srichawla 1/ Chairman of the Board 2. Mr. Simon Morris Gerovich Director / Chief Executive Officer and Managing Director 3. Mr. Mark Michael Reinecke Director / Chief Investment Officer 4. Mr. Amorn Srichawla 1/ Director 5. Mr. Sanjay Singh 1/ Director 6. Mr. Hugh Andrew Director 7. Mr. Witit Sujjapong Independent Director / Chairman of the Audit Committee 8. Mr. Krish Detter Independent Director / Audit Committee 9. Mr. Viroj Tangjetanaporn 1/ Independent Director / Audit Committee Source: Form 247-7 of the Applicants and the Company’s Affidavit. Remark: 1/ Nominated by the Applicants.

Directors No. 2 -3 are the authorized directors who shall jointly sign and affix the Company’s seal (information from the management of the Company due to the Company did not yet registered the Company’s affidavit, amended on September 13, 2012). (1) Mr. Krit Srichawla is the representative of the Applicants and is appointed by the Company’s Board of Director’s meeting No. 3/2012 held on August 14, 2012 to replace Mr. Vichet Bunthuwong. (2) Mr. Hugh Andrew is appointed by the Company’s Board of Director’s meeting No. 3/2012 held on August 14, 2012 to replace Mr. Christiaan Brett Straatemeier. (3) Mr. Sanjay Singh is the representative of the Applicants and is appointed by the Company’s Board of Director’s meeting No. 3/2012 held on August 14, 2012 to replace Mr. Chaipatr Srivisarvacha. (4) Mr. Viroj Tangjetanaporn is proposed by the Applicants and is appointed by the Company’s Board of Director’s meeting No. 3/2012 held on August 14, 2012 to replace Pol. Gen. Viroj Phaholvech. (5) Mr. Amorn Srichawla is the representative of the Applicants and is appointed by the Company’s Board of Director’s meeting No. 4/2012 held on September 13, 2012 to replace Mr. Arthur Hugh Napolitano.

The Company’s existing Executive Committee (as of October 8, 2012) is as follows:

Name Position 1. Mr. Simon Morris Gerovich Chairman of Executive Committee 2. Mr. Mark Michael Reinecke Executive Committee 3. Mr. Arthur Hugh Napolitano Executive Committee 4. Mr. Brett Andrew Janis Executive Committee 5. Mr. Sayarm Tongkrabin Executive Committee 6. Miss Pattama Joednapa Executive Committee Source: The Company.

The Company’s existing Executive Committee after the acquisition of newly issued shares will be as follows:

Name Position 1. Mr. Krit Srichawla 1/ Chairman of Executive Committee 2. Mr. Simon Morris Gerovich Executive Committee 3. Mr. Mark Michael Reinecke Executive Committee 4. Mr. Sanjay Singh 1/,2/ Executive Committee 5. Representative of the Applicant1/ Executive Committee 6. Miss Pattama Joednapa Executive Committee Source: The Company and Form 247-7. Remark: 1/ Representatives of the Applicants. 2/ Referred to MOU dated August 1, 2012, Mr. Sanjay Singh is nominated as the Chief Executive Officer (CEO) of Food Group.

The proportion number of directors of the Applicant’s representatives : the other shareholders’ representatives : the audit committee is equivalent to 3 : 3: 3. CapAd is of an opinion that 3 directors who are representatives of the Applicant consisting of Mr. Krit Srichawla, Mr. Sanjay Singh, and Mr. Amorn Srichawla and accounts for 50% of total 6 directors of the Company (excluding the audit committee), which is the higher proportion than 33.72% voting right and this seems considerably majority comparing to other groups of shareholders. In addition, the Company’s Board of Directors is of an opinion that the Applicants’ knowledge, abilities, experiences, and expertise in the high-end real estate business and the 5-star hotel shall benefit in managing the business and directly benefit to the

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Company. In this regards, CapAd is of an opinion that the high proportion number of directors of the Applicants’ representatives at 50% (excluding the audit committee) shall change the controlling power of the Company. However, from the Company’s past performance coupled with the previous Board of directors having knowledge, abilities, experiences, and expertise in international fund raising but having less knowledge, abilities, experiences, and expertise in managing the business than the Applicants, such change of controlling power shall probably give more benefit to the Company. However, the number of 3 directors of the Applicants’ representatives is not over than 50% of total 9 directors of the Company or controlling majority vote in the Board of Directors. In addition, the Applicants have no intention to further amend the list of Board of Directors from dated September 13, 2012 within the next 12 months. Thus, the audit committee shall become the key person to balance the controlling power of managing the Company.

1.4 Management Structure and Organization Structure

As stated in Form 247-7, “The Applicants have proposed a change in the board of directors and executive committee as aforementioned in Clause 8. In addition, the Company will establish a Food Business Group upon completion of the transaction in the next 12 months, and Mr. Sanjay Singh shall be appointed as the Chief Executive Officer of Food Business Group of the Company, comprising of Fenix Pizza, Fico Coffee, Fenix Iron Fairies, and Fenix Silom”. CapAd is of an opinion that the appointment of Mr. Sanjay Singh as the Chief Executive Officer (CEO) of the Company’s Food Group shall be benefited to the Company from his expertise and experiences in food business.

1.5 Financial Structure

As stated in Form 247-7, “In the next 12 months, the Applicants have no plan to materially change the financial structure of the current business of the Company. However, this acquisition transaction may impact the financial structure as follow: 1. Policy and the impact from exercise in put option rights In the case of no project development and no asset disposal in Casa Fico and Fena Park in the future, the rights for exercising Put option must be approved from the Board of Directors of the Company where the directors who are representative of the Applicants will have no voting rights for the transaction approval. In addition, the transaction approval also requires Audit Committee opinion for necessity and reasonableness in the Put option exercise as in accordance with SEC regulations, SET regulations, and good corporate governance to provide a transparent related party transaction approval process. The Applicants have also disclosed the Put option exercise plan in 247-7 form under Clause 9.2 Related Party Transaction. If the put option is exercise in the next 5 years, the impact on Company’s financial structure is to experience higher liquidity from increase in the cash by Baht 183,954,551 for Casa Fico shares sold and Baht 64,554,449 for Fena Park shares sold within sixty days after put option rights are exercised. 2. Impact on the financial structure: shares and business acquisition from the Applicants, share issuance for RO and E-W2, and financing activity Following this acquisition transaction, E will have higher capital base due to shares issuance and sold in total of 353 million shares to the Applicants and shares issuance and sold under Rights Offering (“RO”) and warrants issuance (“E-W2”) in total of 261.75 million shares and 261.75 million warrants, respectively. The food business, which is the new business group of the Company, is expected to have the target debt to equity ratio of approximate 1 time. The equity financing will come from the exercise activity of RO and warrants of the Company as well as the internal cash flow from the operation of food business, while the debt financing will be supported by financial institutions which are under negotiation. Furthermore, the Applicants’ investment plan shall conform to the financing activity in a conservative approach where a change in the investment plan is to provide appropriateness for the event of unexpected financing activity. 3. Financing plan for real estate business and the impact on Company’s financial structure The Applicants and the Company mutually agreed to postpone the project development in Casa Fico and Fena Park until there is a suitable investment opportunity. Currently, there is no financing plan that materially impacted on the Company’s financial structure where such financial structure shall be affected by future plans (if any), economics, and market condition at that time. If there is a plan to develop the project in the future, the funding sources will come from financial

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc. institutions, working capital, and/or increase in capital conducted in a conservative approach to not materially affect the liquidity position. 4. Impact on Company’s financial structure from promissory note issuance in the amount of Baht 157.5 million As a result of this acquisition transaction, the Company will issue 2 promissory notes for the purchase of the business to the Applicants with the following detail: 1) Issuance of the promissory note at Baht 100 million where the amount payable to the Applicants will depend upon E’s share price prior to maturity date of the 3-year promissory note, or the closing date of sale of Casa Fico and Fena Park shares, or land/leasehold right disposal event (whichever event occurs first). However, E share price in the last 3 years during 28 September 2009 to 27 September 2012 is between 0.81 – 2.92 Baht per share. The volume weighted share price is at 1.56 Baht per share and closing price as of 27 September 2012 is at 1.40 Baht per share. The settlement amount, as disclosed in Clause 6.3.1 MOU for the securities acquisition transaction (Transaction 1), depends on 3-month average value weighted share price prior to the promissory note maturity date. If the 3-month average value weighted share price is at Baht 1.11 Baht per share or lower, E is obliged to pay in the amount of Baht 100 million. If the share price is in the range of 1.12 – 1.99 Baht per share, the Company is obliged to pay in the amount of Baht 1 – 99 million and if the share price equals to 2.00 Baht per share or higher, E is not obliged to settle any principal amount as stated in the promissory note. From the above, the settlement amount is still uncertain which will depend on share price of E in the future. In the case where the Company is obliged to pay by the amount of Baht 100 million, however, this would not materially affect the financial structure of the Company in the next 3 years due to construction completion and commencement of operations for budget hotel business in conjunction with food business growth to generate cash flows to the Company. 2) Issuance of the promissory note at Baht 57.5 million where the amount payable to the Applicants will depend upon financial performance of Fenix Iron Fairies in year 2013 and 2014. In the case where the Company is obliged to pay by the amount of Baht 57.5 million, however, this would not materially affect the financial structure of the Company in the next 3 years due to expectation of sufficient cash flows generated through food business and existing budget hotel business.

CapAd is of an opinion that the Company shall not be materially affected within the next 12 months. However, at the end of 3rd year from the transaction date which is the maturity date of P/N- 100 amount of Baht 100 million (in case of full amount payment), P/N-57.5 amount of Baht 57.5 million (in case of full amount payment), and interest on P/N-100 amount of Baht 22.50 million (interest is payable on monthly basis throughout 3 years), it is totalled of Baht 180 million. This may cause the liquidity issue to the Company. In this regards, it also depends on the successful of Right Offering (RO), the future exercise of the Company’s Warrant series 1 and 2, the future performance of Food Group, the successful of loan borrowing from the financial institution by the Food Group, the share price of the Company in the next 3 years, the successful of future disposal of RHL’s shares19, the public offering and future listing in the SET of RHL’s shares, and the successful of future disposal of lands and leasehold right of the Company, Casa Fico, and Fena Park (in case of the Company decides to dispose lands and leasehold right). However, in the case that the Company decided to sell all shares of Casa Fico and Fena Park and/or all freehold and leasehold lands of Casa Fico and Fena Park before expiration of P/N-100, the Company should have sufficient proceeds to repay P/N-100 and its interest unless the selling price is substantially low. However, Form 247-7 is not indicated regarding the future development plan of Casa Fico and Fena Park, including the Company’s business direction of the high-end real estate business and the 5-star hotel. However, the project development of Casa Fico and Fena Park as well as high-end real estate development and 5-star hotel in the future shall be required capital injection and debt

19 Within the next 3-5 years, the Company shall have low possibility to receive cash directly from the operation and/or dividend payment of RPHL (budget hotels namely, Tune Hotels) due to RPHL has invested substantially in order to expand in 5 countries obtaining franchise and its debt burden that requires the Company to firstly repay loan principal and interest to the financial institutions. Thus, the possibility that the Company shall receive cash flow from RPHL will come from the disposal of investment in RPHL to investors or disposal of RPHL’s shares in the stock market after listing.

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1.6 Dividend Policy As stated in Form 247-7, “The Applicants have no plan to change the Company’s dividend policy within the next 12 months”. CapAd is of an opinion that the dividend policy of the Applicants shall not affect the shareholders.

1.7 Plan to dispose core assets of the Company and its subsidiaries As stated in Form 247-7, “The Applicants have no plan to dispose any of the Company’s and subsidiaries’ core assets in the next 12 months, unless the Company may have its own plan prior to the acquisition of securities under Clause 1, or there is necessity, or there is any significant event occurs or is expected to occur, which may affect the Company’s and/or subsidiaries’ operating performance, or in case of existence in any business opportunities. For Casa Fico and Fena Park, as in the midst of project postponement, the Applicants and the Board of Directors may mutually consider the asset disposal of these 2 companies in the event of the appropriate offer proposal received to benefit the Company which will depend on market condition, price negotiation, and other relevant conditions”. Due to a number of land plots and leasehold right held for development of the Company, the subsidiaries, and the associates are the core assets which do not generate revenues to the Company and Form 247-7 is not clearly specified. Thus, the shareholders shall therefore make a decision to approve or disapprove the transaction based on the unclear plan of Casa Fico and Fena Park in disposing their assets.

1.8 Policy on the related-party transactions

As stated in Form 247-7, “After the acquisition of securities under Clause 1, there may be additional related-party transactions between Fico Parties and the Company with regards to the provision of services provided by Fico Parties to subsidiaries of Fico Foods which shall be transferred to the Company via Entire Business Transfer process. The transactions will be related to normal business or supporting normal business of Fico Foods’ subsidiaries, such as management services and office lease, which shall comply with normal business practice and terms. In this regards, it is expected that the connected transactions between the Company and Fico Group regarding the management service fee will be increased from Baht 100,000 per month (for Casa Fico and Fena Park) to total of Baht 300,000 per month (inclusive of Fico Foods’ subsidiaries only while the Baht 100,000 fee paid by Casa Fico and Fena Park will be eliminated due to the termination of agreements. In addition, the rental premises of Fico Parties have been or will be rented for the opening of stores and office within the next 12 months, which is expected that the rental amount will be increased from Baht 23,026 per month20 (Casa Fico and Fena Park) to Baht 902,736 per month21 (inclusive of Fico Foods subsidiaries). Apart from the aforementioned, there may be other transactions between Fico Parties and the Company in the future such as the rental of Fico Parties’ commercial buildings / premises, which shall comply with normal business practice and terms. Further to the related party transactions for normal business and supporting normal business, there might exist significant related party transaction in the future resulted from compensation received in the securities acquisition transaction as follow: 1) Promissory Note payable in the amount not exceeding Baht 100 million with the interest charged at 7.5 percent per year in the next 3 years. The settlement amount payable to the Applicants will depend on E’s share price prior to the maturity date of the 3-year promissory note, or the closing date of sale of Casa Fico and Fena Park shares, or land/land leasehold disposal event (whichever event occurs first). 2) Put Option to sell shares of Casa Fico and Fena Park to the Applicants in the next 5 years with total considerations at Baht 183,954,551 for Casa Fico shares and Baht 64,545,449 for Fena Park and shall assign the aforementioned loan back to the sellers for

20 Source: Form 247-7 (Calculation can be checked from table remark 3 of connected transaction size calculation in page 24 - 25. 21 Source: Form 247-7 (Calculation can be checked from table remark 3+4+5+6+7+8+9 of connected transaction size calculation in page 24 – 25.

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no consideration. As a condition precedent, if Casa Fico and/or Fena Park have not developed or sold the land owned/leasehold right or found a development partner by each respective company, the Company shall have the right to exercise the Put Option. In the case of no project development and no asset disposal in Casa Fico and Fena Park in the future, the rights for exercising Put option must be approved from the Board of Directors of the Company where the directors who are representative of the Applicants will have no voting rights for the transaction approval. In addition, the transaction approval also requires Audit Committee opinion for necessity and appropriateness in the put option exercise as in accordance with SEC regulations, SET regulations, and good corporate governance to provide a transparent related party transaction approval process. 3) The amount payable to the Applicants for the promissory note issuance at Baht 57.5 million with interest charged at 7.5 percent in the next 3 years will depend upon financial performance of Fenix Iron Fairies. Should the EBITDA in any of the fiscal year 2013 and 2014 fall below Baht 30 million, then the promissory note principal shall be adjusted by deducting the amount of such shortfall to the principal amount at Baht 57.50 million as stated in the promissory note. If the EBITDA in year 2013 is higher than Baht 30 million, the excess amount can be accumulated for the performance calculation in year 2014.

The IFA has studied and analyzed the price of agreement with Fico Group as aforementioned in Part 4, Clause 3, page 124 of this report. The management service agreement of Food Group is necessary for the Company due to the covered area of management, administrative, human resource, store/outlet design and development, equipment purchase, technician service and store/outlet opening, project cost preparation, financing, system test, recruitment, IT and legal consultant, and etc., of which Fico Group has expertise and experienced while the Company does not have. For the lease and lease service agreements with Fico Group, such spaces are potential areas as same as Fico Coffee leased from other parties with the prices and conditions not different from other parties’. (Please see the additional detail in Part 4, Clause 3, Page 123 and the summary of agreement of each company in the attachments).

2. Summary of the agreement between the Applicants and the Company 2.1 MOU of entering into assets acquisition and connected transaction

The Memorandum of Understanding (MOU) between the Applicants and the Company dated August 1, 2012 is summarized in Part 1, Clause 1.6, page 26 of this report. The summary of other agreements of each company is in the attachments.

2.2 Measures to prevent potential conflict of interests in the future between the Applicants and the Company

As stated in Form 247-7, “After this transaction, the companies within Fico Group will still operate their business as stated in Clause 5: Information relating to the Applicants. In this regards, the real estate and hospitality business including mid-to-upscale hotels has not been transferred to the Company due to the different groups of target customers and/or market segmentation relative to the budget hotel business (Tune Hotel) of the Company. These hotels are managed by independent Third Party Professional world class hotel operators. Reference is made to Melcon Property Co., Ltd. which operates Mercure Samui Fenix Hotel in Samui Island, the same location as Casa Fico and Fena Park which their project has been carried over currently. If Casa Fico and Fena Park have developed their property in the future, the project will be the combination of high-end residence and hotel under the Marriott brand situated in Laem Set Beach of Samui Island. On the contrary, Mercure Samui Fenix Hotel has a target group of customers at mid-level and the property is located in Lamai Beach. Therefore, the difference in target markets and locations is regarded as one mechanism to help prevent potential conflict of interests in the future between the Applicants and the Company. In addition, the Company presently adopts the new strategic direction towards business diversification in order to limit the risk in business. Apart from the aforementioned high-end hotel project which may be developed in the future, the Company will direct more towards the development of budget hotel (Tune Hotel) which will also have a different target group of customers as compared to that of Mercure Samui Fenix Hotel.

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Fena Asset, which operates Nest Restaurant in Le Fenix Hotel (Sukhumvit Soi 11), has not been transferred to the Company as it is an integral part of the hotel’s facilities having Accor as the hotel manager. Papadum Co., Ltd. (“Papadum”), which operates Blue Elephant Restaurant in Phuket, has not been transferred to the Company since this is a joint venture between Fico Group (50%) and Blue Elephant International (“BEI”) (50%) who is not the related person. The restaurant is managed by BEI and Fico Group is now in litigation with BEI. Fico Group has no operational responsibilities for this business. Despite having the different business directions between companies in Fico Group and the Company, the Applicants have the determination to ensure the transparency and eliminate potential conflict of interests that may arise in the future from doing the same business. Therefore, the Applicants will take into considerations of the highest benefits of the Company and its shareholders, and the Applicants have thus issued a letter dated on 30 August 2012 to undertake to the Company that after the acquisition of newly issued securities under 1 ,which the Applicants shall become major shareholders of the Company, the Applicants will not engage in the business that competes with the business of the Company in the same market segment and location as long as the Applicants are major shareholders of the Company. In this regard, companies in Fico Group will still operate their mid-to-upscale hotels in the future. However, if the Company develops whichever types of new hotels in the future, the Applicants will not develop new hotels competing with the Company in the same market segment and location.”

CapAd had verified the Not-to-Compete Undertaking Letter, dated August 30, 2012, signed by the Applicants and submitted to the Company and noted that the above contents is truly presented. However, CapAd is of an opinion that the Company’s audit committee shall monitor the potential conflict of interests continuously in the future.

3. The appropriateness of the offering price of the newly-issued ordinary shares

The Company will offer newly-issued ordinary shares via private placement to the Applicants as a payment for assets acquisition at the Offering Price of Baht 1.75 per share at par value of Baht 1 per share. Such offering price is higher than the fair value of Baht 1.29 – 1.34 per share, determined by the IFA using Market Value Approach by Baht 0.41 – 0.46 per share or 30.60% - 35.66% higher than the fair value. However, if comparing to the Adjusted Offering Price at Baht 1.53 – 1.71 per share, such price is higher than the fair value of Baht 1.29 – 1.34 per share, determined by the IFA using Market Value Approach by Baht 0.19 – 0.42 per share or 14.18% - 32.56% higher than the fair value.

Thus, the Offering Price of the newly issued shares to the Applicants is appropriate (please see the additional detail in Part 3, Clause 1.3.7, page 110).

4. Impacts on shareholders

4.1 Dilution effect If the Extraordinary General Meeting of shareholders of the Company No. 1/2012 approves the issuance and offering of not exceeding 353,000,000 new ordinary shares of the Company at par value of Baht 1.00 per share to the Applicants at the offering price of Baht 1.75 per share, total value of not exceeding Baht 617,750,000, the existing shareholders of the Company will have a dilution effect as follows: . A control dilution of 33.72% . No price dilution as the offering price is higher than the market price . Earnings dilution of 33.72% Detail of calculation is shown in Part 1, Clause 4, Page 34 of this report Other impacts and risks are aforementioned in Part 2, Clause 2.2, Page 38 of this report

4.2 Benefits to the Company and its shareholders after the capital increase

If the Extraordinary General Meeting of shareholders of the Company No. 1/2012 approves the acquisition of shares and transfer of the real estate business from Srichawla group and the Entire Business Transfer of food business from Fico Foods, and other related agenda, the Company will issue and offer of not exceeding 353,000,000 new ordinary shares at the offering price of Baht 1.75 per share to the Applicants as a payment of entering into the transaction.

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Benefits to the Company and its shareholders after the capital increase are aforementioned in Part 2, Clause 2.1, Page 41 of this report.

4.3 Risks from not approving this transaction

Due to the approval of new shares acquisition of the Company without tender offer for all securities of the Company (Whitewash) is a part of entering into the transaction regarding the shares acquisition and transfer of the real estate business from Srichawla group and the Entire Business Transfer of food business from Fico Food. As a result, in case that the shareholders’ meeting does not approve Whitewash transaction, the Company shall not be entitled to acquire and transfer shares of the real estate business from Srichawla group and the Entire Business Transfer of food business from Fico Food.

5. Opinion of the Board of Directors

The Board of Directors already viewed the opinion of the Independent Financial Advisor and approved to request the shareholders’ meeting of the Company to consider and approve Srichawla Group and Fico Foods a waiver of the tender offer for all securities of the Company’s shares pursuant to the Notification of the Capital Market Supervisory Board No. Tor.Jor. 12/2011 re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers and hold a shareholders’ meeting to approve the transaction, with at least three-fourth of the total votes from those attending the meeting and are eligible to vote Since the offering of newly-issued ordinary shares to the Applicants is a payment for the acquisition of assets which will benefit to the Company and shareholders in return. In addition, the Applicants have no intention to takeover business as well as the offering of Baht 1.75 per share is appropriate and higher than the market price.

6. Completeness and accuracy of names and number of shares held by persons according to Section 258 of the Applicants

CapAd had verified the latest shareholder lists as of August 30, 2012, which was the latest book closing date, it appeared 3 other names with Srichawla surnames as follows: 1. Miss Premrattana Srichawla 1,400,000 shares 2. Mr. Pornthep Srichawla 1,000,000 shares 3. Mrs. Simratkor Srichawla 381,000 shares However, Form 247-7 of the Applicants indicated that these groups of people were not related persons under Section 258 of the Applicants and also not being concert parties of the Applicants in holding the Company’s shares. In addition, CapAd had verified lists of major shareholders of the Company and did not find any person who shall be the related persons under Section 258 of the Applicants. However, CapAd also requested the Applicants to prepare a letter and submit to the Company dated September 20, 2012 in order to confirm that the Applicants are not related person, shareholder, or beneficiary owner of the Company’s shareholders based on the shareholder list as of August 30, 2012. Thus, the names and number of shares held by persons according to Section 258 of the Applicants are complete and accurate.

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Conclusion of the Opinion of the Independent Financial Advisor on the rationale of the assets acquisition, the connected transaction, and the Whitewash transaction

By considering the objectives and the necessity of entering into the transaction, even the investment in food business is necessary and complied with the objective and the current business direction of the Company, however the investment condition is required the Company to purchase 50% of total paid-up shares of Casa Fico and Fena Park, which the Company has already invested in the portion of 42.50% since 2007. Additionally, as of June 30, 2012, the Company has also provided Baht 35.46 million loans to those two companies (including accrued interest) and has not yet received any return from such investment and any principal repayment and interest payment from loans to those two companies since 2007. At present, Casa Fico and Fena Park have no definite plan regarding the project development or disposal of freehold and leasehold lands held for development. In case that both companies shall develop the high-end real estate project and 5-star hotel, which is required capital up to billions, it will cause a materially change in the Company’s revenue structure in the future (this means that the size of real estate business will be larger than the size of food business) and the Company will be exposed to the nature and risk of high-end real estate business and 5-star hotel as adversely affected the shareholders of the Company over the past 5 years. The management of the Company recognized such risk and therefore changed the business direction to operate the budget hotels with lessen impacts from the external factors in the last 2-3 years. Furthermore, the additional investment in Casa Fico and Fena Park, which has not obviously generated the Company’s revenue in the future, has the transaction size (including P/N-100 amount in case of full payment of Baht 100 million) of 37.57% of the Company’s total consolidated assets as of June 30, 2012 which is considerably very significant. As a result, by receiving the EBT from Fico Foods as well as additionally acquiring shares of Casa Fico and Fena Park are viewed as entering into the transaction which contradicts to the objective and current business direction of the Company. The independent financial advisor (“IFA”) cannot analyze in details of how the additional investment in Casa and Fena Park will benefit the Company in the future due the Company and Srichawla Group mutually consider and have opinions that it should delay such project. Therefore, the Company does not disclose the business plan, timeframe, capital investment, financing plan, and return on investment in projects of Casa and Fena Park in the document of the Company, Form 247-7, as well as information from the interviews with managements of the Company and Fico Group. Though Srichawla Group has offered the Put Option to sell back shares at the maturity date of 5 years in case that Casa Fico and Fena Park have not yet develop its freehold and leasehold lands within 5 year, which is the guarantee for the Company that the acquisition of such assets will not worthless, after considering the selling price according to Put Option and purchasing cost including carrying cost of the investment for 5 years, Put Option has lower value than purchasing cost including carrying cost (Please see details in Part 2, Clause 2.2 (10), page 47 and Part 4, Clause 2.1.1 (b), page 115). In addition, the condition of payment for the consideration, that the Company will issue 353,000,000 newly-issued ordinary shares at the offering price of Baht 1.75, which is higher than the market price (the market price of the weighted average price of the Company's shares traded on the MAI 15 consecutive trading days preceding the date on which the BOD’s meeting resolved to approve this transaction No. 3/2012 held on August 14, 2012, which is equal to Baht 1.29), the Company will issue not exceeding Baht 100 million P/N-100 with the maturity period of not exceeding 3 years for Srichawla Group to guarantee the decrease of consideration value received by Srichawla Group for the acquisition of Land Group (It is to guarantee that the Company’s share price will not lower than Baht 2.00 per share at the end of 3rd year). It has a chance that the Company has to pay maximum Baht 100 million for such P/N-100, since the Company’s share price is depended on many factors including uncontrollable external factors such as investment situation, economic situation, political situation in Thailand and other countries, causing the share price to fluctuate and is not as expected. Hence, such guarantee does not benefit the Company. Therefore, additional investment in Casa Fico and Fena Park does not provide maximum benefits to the Company. After considering the advantages of the transactions, CapAd is of the view that if the Company takes the food business as its new business, the Company will have a business with growth potential, not-heavy upfront investment, steady cash flow, lesser effect from the external factors comparing to the high-end real estate business and 5-star hotel as well as the Company will become the owner of global-brand franchise rights, namely Domino’s Pizza and The Coffee Bean & Tea Leaf. However, after comparing to the disadvantages and risks of the transactions such as the businesses of Fico Coffee and Fenix Pizza are only in the start-up stage and may have risks from the future operation, which their revenues and profit may not be as expected. In addition, it requires high capital investment in expanding stores/outlets for more than Baht 900 million in the next 5 years (from

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc. present until 2017) (Part of capital investment is from the cash flow from future operation of Fico Coffee and Fenix Pizza and loans from financial institutions). Referred to the financial projection, Fico Coffee and Fenix Pizza will have the slightly positive EBITDA in 2014 while there is only Fenix Iron Fairies at present showing the steady EBITDA of approximately Baht 30 million per year. Thus, such investment in food and real estate businesses will not be able to solve the current liquidity issue of the Company. The capital increase via Right Offering is the only alternative to help resolve such liquidity problem of the Company, but the Company still needs to allocate a portion of cash proceeds from Right Offering for the additional investment and/or increase capital of Fico Coffee, Fenix Pizza, and Fenix Iron Fairies in the future to support the business expansion and increasing No. of branches. At the end of 3rd year from the closing date of this transaction, which is the due date of P/N- 100, the Company shall be due to pay Baht 100 million (in case of the full payment) for P/N-100 and Baht 57.5 million (in case of the full payment) for P/N-57.5 and Baht 22.50 million for P/N-100 of (interest amount of P/N-57.5 shall be paid monthly throughout 3 years period) totaling value of Baht 180 million. Hence, the Company may have liquidity problem. However, it also depends on the success of Right Offering, the exercise of warrant series 1 and 2 in the future, the future operating performance of Food Group, the success of loans arrangement from financial institutions of Food Group, the Company’s share price in the next 3 years, the success of disposal of RPHL shares and the Initial Public Offering (IPO) and listing shares on the stock exchange of RPHL, the success of selling freehold and leasehold lands of the Company, Casa Fico, and Fena Park in the future (in case that the Company decides to dispose freehold and leasehold lands). In addition, in case that Casa Fico and/or Fena Park decide to develop high-end real estate project and 5-star hotels in the future, it shall require lots of equity and debt financing and this may cause the Company the liquidity issue in the future. However, in the case that the Company decided to sell all shares of Casa Fico and Fena Park and/or all freehold and leasehold lands of Casa Fico and Fena Park before expiration of P/N- 100, the Company should have sufficient proceeds to repay P/N-100 and its interest unless the selling price is substantially low. Moreover, it is a risk of being classified as the backdoor listing in the future since the transaction size is already 96.74% of the total consolidated assets of the Company. Thus, if the Company acquires additional assets from Srichawla Group and/or Fico Group within 1 year from this transaction date or Casa Fico and Fena Park begin to develop their projects within 1 year from this transaction date, the transaction size will probably be greater than 100%, which is classified as backdoor listing. Hence, it immediately requires the Company to file a new listing application with the MAI and the Company shall be exposed to risk if the Company lacks of the listing qualifications as stipulated by the MAI (relating to the operating performance of a new business) and eventually resulting in delisting (Details in Part 2, Clause 2.2 (4), page 43 - 44). Given all the above reasons, the IFA is of the opinion that entering into this transaction is inappropriate. Due to the Company shall issue of not exceeding 353,000,000 new ordinary shares to Srichawla Group or accounting for 33.72% of total paid-up capital of the Company after the capital increase via PP, which is higher than 25% and Srichawla Group is therefore required to make a mandatory tender offer for all remaining securities of the Company. However, the Srichawla Group would like to request for a waiver of the tender offer for all securities of the Company’s shares by virtue of a resolution of the shareholders’ meeting of the Company (“Whitewash”). Even if the IFA views that the Whitewash Applicants (“Applicants”) have no plan to change management policy, organization structure, financial structure, and other policies, entering into the transactions by investing in food business coupled with the additional investment in Casa Fico and Fena Park is inappropriate and does not generate the highest benefit to the Company and resulting the Company may be exposed to several risks as mentioned above. Additionally, Srichawla Group shall have 50% of total seats in the Board of Directors (excluding audit committee), which is higher than the shareholding portion of 32.72%, may be viewed as the change of control in the Company. In case of the Company shall enter into such transactions, it should be given an opportunity to shareholders of the Company to sell their shares via a tender offer process. As a result, the request for a waiver of the tender offer for all securities of the Company’s shares for Srichawla Group by virtue of a resolution of the shareholders’ meeting of the Company (Whitewash) is inappropriate.

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Part 4: Opinion on the appropriateness of the purchase price of the acquiring assets and the offering price of newly-issued ordinary shares of the Company as

payment for the assets to be acquired

1. Fair Value

The Board of Directors' Meeting of the Company No. 3/2012 on August 14, 2012, has passed the resolutions concerning the certain acquisitions for associates and affiliates of Fico Corporation Holdings Co., Ltd. (“Fico”) comprising the Land Group22 and the Food Group23 by approving the Company to acquire shares of the Land Group from Mr. Krit Srichawla, Mr. Amorn Srichawla, Mr. Theprit Srichawla and Mr. Akradej Srichawla, as well as to accept the transfer of the entire business (“Entire Business Transfer” or “EBT”) of the Foods Group from Fico Foods Co. Ltd. (“Fico Foods”), a subsidiary of Fico, (collectively referred parties from Srichawla Group and Fico Foods as “Srichawla Group” or “Sellers”), for which the Company will pay total consideration of not exceeding Baht 724,687,500. Capital Advantage Co., Ltd. (“CapAd” or “IFA” or “Independet Financial Advisor”), a SEC certified financial advisor, was appointed by E as an independent financial advisor to provide independent fairness opinion to minority shareholders regarding the acquisitions of assets, the connected transactions and whitewash. CapAd evaluated (1) the appropriateness of the purchase price of the Land Group’s shares, (2) the appropriateness of the purchase price of the Food Group’s shares and (3) the appropriateness of the offering price of newly-issued ordinary shares of E via private placement as substitute for payment of the Land Group’s shares and the Food Group’s shares by using information obtained from E and Fico, interviewing with the managements, and other publicly-disclosed information, such as Form 56-1, audited and reviewed financial statements, internal financial statements, property appraisal reports, financial information from various websites, and information from the SEC’s website (www.sec.or.th), and the SET’s website (www.set.or.th). However, CapAd renders its opinion based mainly on the truth and completeness of those information and documents at present. Therefore, any change of such information may significantly affect business operations of E, the Land Group and the Food Group as well as the shareholders’ decision. CapAd applied 6 approaches in evaluating the fair value of the Land Group’s shares, the Food Group’s shares and newly-issued ordinary shares of E, namely: 1. Book Value Approach (BV) 2. Adjusted Book Value Approach (ABV) 3. Market Value Approach 4. Price to Book Value Ratio Approach: P/BV Ratio 5. Price to Earnings Ratio Approach: P/E Ratio, and 6. Discounted Cash Flow Approach (DCF) After studying such information and documents, as well as other relevant information, CapAd’s opinion on the appropriateness of the purchase price of the Land Group’s shares, the Food Group’s shares and newly-issued ordinary shares of E can be summarized as follows;

1.1 Fair value of the Land Group’s shares

CapAd evaluated the share value of the Land Group consisted of 50% of the paid-up shares of (1) Casa Fico Co., Ltd. (“Casa Fico”) and (2) Fena Park Co., Ltd. (“Fena Park”) by applying various approaches above mentioned. However, the IFA did not apply (a) Market Value Approach to evaluate the share value of Casa Fico and Fena Park since they are not a listed company in any exchanges and there shall be no reference market value; (b) Price to Earnings Ratio Approach because Casa Fico and Fena Park have suspended their project development and not started their business operation as well as both companies have only operating losses; and (c) Discounted Cash Flow Approach due to Casa Fico’s and Fena Park’ s business plans are uncertain depended on the recovery of residential property development industry and tourism industry on Koh Samui. In addition, in order to continue their project development, Casa Fico and Fena Park must source additional

22 The Land Group consists of 50% shareholdings in (i) Casa Fico Co., Ltd. and (ii) Fena Park Co., Ltd. 23 The Food Group consists of (i) Fenix Pizza Co., Ltd. (ii) Fico Coffee Co., Ltd. (iii) Fenix Iron Fairies Co., Ltd. and (iv) Fenix Silom Co., Ltd.

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc. funding from financial institutions and a business partner. Therefore, the IFA was unable to accurately and reasonably estimate financial figures of Casa Fico and Fena Park. Thus, the shares value of Casa Fico and Fena Park could be evaluated by applying the remaining approaches as summarized below:

1.1.1 Book Value Approach

1.1.1.1 Book Value of Casa Fico This approach determines Casa Fico’s shares value at a certain period. In this case, the calculation was based on Casa Fico’s latest financial statement as of June 30, 2012, reviewed by an auditor approved by the SEC. However, there is no reviewed financial statement issued. The summary of shares value is as follows: (Unit: Baht million) Paid-up capital 285.00 Retained losses (12.59) Total Equity of Casa Fico 272.41 No. of shares (million shares) as of June 30, 2012* 28.50 Book value per share (Baht) 9.56 Remark: * Par value of Baht 10 each

The value of Casa Fico shares based on this approach is equal to Baht 9.56 per share.

1.1.1.2 Book Value of Fena Park This approach determines Fena Park’s shares value at a certain period. In this case, the calculation is based on Fena Park’s latest financial statement as of June 30, 2012, reviewed by an auditor approved by the SEC. However, there is no reviewed financial statement issued. The summary of shares value is as follows: (Unit: Baht million) Paid-up capital 100.00 Retained losses (46.04) Total Equity of Fena Park 53.96 No. of shares (million shares) as of June 30, 2012* 10.00 Book value per share (Baht) 5.40 Remark: * Par value of Baht 10 each

The value of Fena Park shares based on this approach is equal to Baht 5.40 per share,

1.1.2 Adjusted Book Value Approach

1.1.2.1 Adjusted Book Value of Casa Fico By this approach, the shares value is derived from total assets, deducted by total liabilities including commitments and contingent liabilities as shown in the latest financial statements24 as of June 30, 2012 and adjusted by items occurred after the end of accounting period or the items that may reflect the actual value of assets and liabilities. The adjustment items may include unrealized gain or loss from assets revaluation and/or tax privileges from losses carried forward. Consequently, the adjusted book value is divided by total number of Casa Fico’s paid-up shares. In deriving the value of Casa Fico’s shares, the IFA used the book value as shown in the latest financial statement as of June 30, 2012, reviewed by an auditor approved by the SEC. However, there is no reviewed financial statement issued. CapAd considered the significant adjustments as follows:

24 The latest financial statements are internal financial statements as of June 30, 2012, which are unreviewed and unaudited by a certified auditor approved by the SEC. Since an adjustment to the internal financial statements might be required if there shall be a review and/or audit to the financial statements, CapAd has not applied the internal financial statements to the valuation of Casa Fico’s and Fena Park’s shares.

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc. of these appraisal reports was to provide the opinion on the current market value of the appraised assets for public purpose. Details of the valuation are as follows;

Assets Details Appraised value (Baht) Land group 1 Title deed No. 37309 and Nor Sor 3 Kor No. 2836 97,000,000 Location Laem Set road, Maret Sub-district, Koh Samui District, Suratthani Province Appraised property Vacant land Total area under the title 14-2-48.6 rai deeds Appraised area 14-1-90.6 rai * Ownership Casa Fico Co., Ltd. Mortgage None Valuation methodology Sales Comparison Approach Date of valuation July 20, 2012 Report date July 20, 2012 Land group 2 Title deed No. 35886, 35887, 36953 and Nor Sor 3 Kor No. 2432 200,000,000 and 2433 Location Laem Set road, Maret Sub-district, Koh Samui District, Suratthani Province Appraised property Vacant land Total area under the title 12-0-38.6 rai deeds Appraised area 12-0-38.6 rai Ownership Casa Fico Co., Ltd. Mortgage None Valuation methodology Sales Comparison Approach Date of valuation July 20, 2012 Report date July 20, 2012 Total Land group 1 and Land group 2 297,000,000 Remark: * The property appraiser found that some part of the subject land was divided for servitude road way for the total area of approximately 58 sq.wah.

The adjustment of asset revaluations to Casa Fico's book value could be summarized as follows; (Unit: Baht million) Fixed assets Book value Appraised value Appraised value June 30, 2555 July 20, 2012 higher (lower) than the book value Revaluated assets Land 274.09* 297.00 22.91 Non-revaluated assets Construction in progress 28.06 Total 302.14 22.91 Remark: * No additional acquisition of land from date of the financial statements to the appraisal report date (July 1, 2012 to July 20, 2012)

2) Tax saving from tax losses carried forward Casa Fico has tax losses carried forward from tax losses of 2007 - 2011 in which the tax saving could be utilized by 2016. Details are as follows; Year Expiration of tax Corporate income Tax loss carried Tax credit at the loss carried tax rate* forward at the end end of year 2011 forward (%) of year 2011 (Baht million) (Year) (Baht million) 2007 2012 23 1.04 0.24 2008 2013 20 2.42 0.48 2009 2014 20 0.75 0.15 2010 2015 20 1.58 0.32 2011 2016 20 3.10 0.62 Total 8.89 1.81 Remark: * Corporate income tax rate of 23% in 2012 and 20% in 2013 onwards.

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Casa Fico has tax losses carried forward from tax losses of 2007 - 2011 totaling of Baht 8.89 million, which shall be gradually expired each year till 2016. However, the IFA viewed that the benefits of tax saving are limited due to Casa Fico has no certain business plan depended on the recovery of the property development industry on Koh Samui. In addition, in order to develop a project, Casa Fico needs to seek for new fundings from loans granted by financial institutions and new equity from a business partner. CapAd, therefore, shall not adjust book value of Casa Fico from tax saving. The summary of adjustment items which shall affect the book value of Casa Fico’s shares are as follows: (Unit: Baht million) Shareholders’ equity – Casa Fico 272.41 Adjustment items Increase (decrease) in the value of fixed assets1/ 22.91 Net adjusted shareholders’ equity 295.33 No. of paid-up shares (shares) as of June 30, 20122/ 28.50 Adjusted book value (Baht/share) 10.36 Remark: 1/ Adjustment for difference between the appraised values and the book value of land. 2/ Par value of Baht 10 each.

The value of Casa Fico shares based on this approach is equal to Baht 10.36 per share.

1.1.2.2 Adjusted Book Value of Fena Park By this approach, the shares value is derived from total assets, deducted by total liabilities including commitments and contingent liabilities as shown in the latest financial statements as of June 30, 2012 and adjusted by items occurred after the end of accounting period or the items that may reflect the actual value of assets and liabilities. The adjustment items may include unrealized gain or loss from assets revaluation and/or tax privileges from losses carried forward. Consequently, the adjusted book value is divided by total number of Fena Park’s paid-up shares. In deriving the value of Fena Park’s shares, the IFA used the book value as shown in the latest financial statement as of June 30, 2012, reviewed by an auditor approved by the SEC. However, there is no reviewed financial statement issued. CapAd considered the significant adjustments as follows:

1) Gain from Assets Appraisal According to the appraisal reports, dated July 20, 2012, prepared by 15 Business Advisory Limited (“Property Appraiser”), an independent property appraiser approved by the SEC, the objective of these appraisal reports was to provide the opinion on the current market value of the appraised assets for public purpose. Details of the valuation are as follows; Assets Details Appraised value (Baht) Leasehold Title deed No. 35895, 35896, 35888, 35889, 35890, 35691, 85,500,000 land 35892, 35893 and 35894 Location Laem Set road, Maret Sub-district, Koh Samui District, Suratthani Province Appraised property Leasehold land on vacant land Total area under the title 19-0-66 rai deeds Appraised area 19-0-66 rai Ownership/Leaser Thaithani Resort & Spa Co., Ltd. Lessee Fena Park Co., Ltd. Mortgage None Commencement date of June 14, 2007 lease contract Tearm of lease 30 years lease term, commencing on July 22, 2008 and will be expired on July 21, 2038. Remaining lease term Approximately 24 years 11 months Lease premium fee Baht 70 million Monthly rent Year 1- 5 : Baht 400,000 per month And will be increased not exceeding 10% for the next 5 years throughout the leasing period Valuation Methodology Income Approach 1) The property appraiser started with the land value analysis by means of adopting the sale

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Assets Details Appraised value (Baht) comparison approach in order to come up with the market value of the land, which is equivalent to Baht 16,500 per rai, 2) After that, the property appraiser forcasted and calculated the annual yield of the subject land with the appropriate assumptions along the remaining period of contract rent. Based upon the market comparables, the annual market rent (including upfront payment) is estimated at 3.75% of the freehold value and will be adjusted at 3% p.a. throughout the projection period. 3) The market rent has been calculated by multiplying the annual market rent from (2) with the freehold value from (1). 4) The annual yield and its adjustment will be used for the representative of the appropriate market rent, this result to the calculation on the profit rent (market rent from (3) minus contract rent) along the remaining lease period. 5) The profit rent from (4) shall be discounted at discount rate of 7% p.a. based on assumptions of the property appraiser. Date of valuation July 20, 2012 Report date July 20, 2012 Leasehold Title deed No. Nor Sor 3 Kor No. 2378 and 2377 17,800,000 land on Nor Location Laem Set road, Maret Sub-district, Koh Samui Sor 3 Kor District, Suratthani Province Appraised property Leasehold land on vacant land Total area under the title 4-0-90 rai deeds Appraised area 4-0-90 rai Ownership/Leaser Mrs. Aroonthida Sukijavanit Lessee Fena Park Co., Ltd. Mortgage None Commencement date of July 22, 2008 lease contract Tearm of lease 30 years lease term, commencing on July 22, 2008 and will be expired on July 21, 2038. Remaining lease term Approximately 26 years Lease premium fee Baht 10 million Monthly rent Year 1- 5 : Baht 77,829 per month And will be increased not exceeding 10% for the next 5 years throughout the leasing period Valuation Methodology Income approach 1) The property appraiser started with the land value analysis by means of adopting the sale comparison approach in order to come up with the market value of the land, which is equivalent to Baht 16,500 per rai, 2) After that, the property appraiser forcasted and calculated the annual yield of the subject land with the appropriate assumptions along the remaining period of contract rent. Based upon the market comparables, the annual market rent (including upfront payment) is estimated at 3.75% of the freehold value and will be adjusted at 3% p.a. throughout the projection period. 3) The market rent has been calculated by multiplying the annual market rent from (2) with the freehold value from (1). 4) The annual yield and its adjustment will be used for the representative of the appropriate

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Assets Details Appraised value (Baht) Market rent, this result to the calculation on the profit rent (market rent from (3) minus contract rent) along the remaining lease period. 5) The profit rent from (4) shall be discounted at discount rate of 7% p.a. based on assumptions of the property appraiser. Date of valuation July 20, 2012 Report date July 20, 2012 Total 103,300,000

The adjustment of asset revaluations to Fena Park's book value could be summarized as follows;

(Unit: Baht million) Fixed assets Book value Appraised value Appraised value June 30, 2012 July 20, 2012 higher (lower) than the book value Revaluated assets Land 68.73 103.30* 34.57 Non-revaluated assets Building and equipments 0.33 Construction in progress 34.62 Total 103.68 34.57 Remark: * The appraisal value of leasehold land from the appraiser report is equivalent to the present value of the profit rent.

2) Tax saving from tax losses carried forward Fena Park has tax losses carried forward from tax losses of 2007 - 2011 in which the tax saving can be utilized by 2016. Details are as follows; Year Expiration of tax Corporate Tax loss carried Tax credit at the loss carried income tax rate* forward at the end end of year 2011 forward (%) of year 2011 (Baht million) (Year) (Baht million) 2007 2012 23 4.12 0.95 2008 2013 20 9.01 1.80 2009 2014 20 2.00 0.40 2010 2015 20 3.40 0.68 2011 2016 20 12.62 2.52 Total 31.15 6.35 Remark: * Corporate income tax rate of 23% in 2012 and 20% in 2013 onwards.

Fena Park has tax losses carried forward from tax losses of 2007 - 2011 totaling of Baht 6.35 million, which shall be gradually expired each year till 2016. However, the IFA viewed that the benefits of tax saving are limited due to Fena Park has no certain business plan at the moment depended on the recovery of the tourism industry on Koh Samui. In addition, in order to develop a project, Fena Park needs to seek for new fundings from loans from financial institutions and a business partner. CapAd, therefore, shall not adjust book value of Fena Park from the tax saving.

The summary of adjustment items which shall affect the book value of Fena Park’s shares are as follows: (Unit: Baht million) Shareholders’ equity – Fena Park 53.96 Adjustment items Increase (decrease) in the value of fixed assets1/ 34.57 Net adjusted shareholders’ equity 88.53 No. of paid-up shares (shares) as of June 30, 20122/ 10.00 Adjusted book value (Baht/share) 8.85

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Remark: 1/ Adjustment for difference between the present value of profit rent and the upfront payment (lease premium fee). 2/ Par value of Baht 10 each

The value of Fena Park’s shares based on this approach is equal to Baht 8.85 per share.

1.1.3 Price to Book Value Ratio Approach: P/BV Ratio

1.1.3.1 Price to Book Value Ratio Approach for Casa Fico In this approach, CapAd evaluated Casa Fico’s shares by using book value of Casa Fico as shown in the latest financial statement as of June 30, 2012, reviewed by an auditor approved by the SEC, but no reviewed financial statement issued, of Baht 9.56 per share multiplied by the median of P/BV Ratios of 33 comparable SET-listed companies with similar business of residential property development, for the period up to August 17, 2012. The details are summarized below:

Historical P/BV Ratio (time) 15 30 60 90 120 180 360 7 days days days days days days days days Areeya Property Plc. 1.15 1.15 1.14 1.14 1.13 1.12 1.11 1.12 Asian Property Development Plc. 1.92 1.91 1.90 1.84 1.81 1.75 1.63 1.59 Bangkok Land Plc. 0.61 0.59 0.54 0.49 0.48 0.48 0.47 0.46 Charnissara Development Plc. 0.79 0.79 0.76 0.68 0.63 0.59 0.56 0.53 Eastern Star Real Estate Plc. 0.85 0.86 0.88 0.91 0.92 0.88 0.79 0.68 Everland Plc. 0.73 0.75 0.74 0.73 0.92 1.28 1.21 1.11 Grand Canal Land Plc. 2.38 2.31 2.28 2.17 2.12 2.08 2.04 2.18 Golden Land Property Development Plc. 1.19 1.14 1.08 0.98 0.90 0.85 0.79 0.71 K.C. Property Plc. 0.52 0.53 0.52 0.51 0.50 0.50 0.49 0.49 Krisdamahanakorn Plc. 1.13 1.13 1.15 1.27 1.33 1.16 1.04 0.88 Keppel Thai Properties Plc. 1.19 1.20 1.17 1.14 1.19 1.22 1.24 1.22 Lalin Property Plc. 0.55 0.55 0.54 0.53 0.53 0.53 0.51 0.52 Land and Houses Plc. 2.55 2.55 2.55 2.49 2.50 2.48 2.41 2.32 Living Land Capital Plc. 1.30 1.27 1.22 1.13 1.41 1.60 1.83 1.56 L.P.N. Development Plc. 3.59 3.66 3.71 3.65 3.60 3.47 3.22 2.83 Metrostar Property Plc. 0.61 0.60 0.57 0.53 0.53 0.53 0.53 0.54 M.K. Real Estate Development Plc. 0.50 0.50 0.49 0.48 0.48 0.48 0.48 0.49 Natural Park Plc. 5.99 5.89 5.83 5.86 5.20 5.34 5.56 4.66 N. C. Housing Plc. 0.64 0.64 0.63 0.61 0.63 0.64 0.67 0.66 Noble Development Plc. 0.69 0.70 0.69 0.66 0.67 0.67 0.67 0.69 Nusasiri Plc. 1.06 1.01 1.00 1.01 1.04 1.04 1.09 0.76 Nawarat Patanakarn Plc. 0.94 0.92 0.88 0.81 0.79 0.79 0.78 0.76 Property Perfect Plc. 0.80 0.82 0.81 0.76 0.76 0.74 0.65 0.57 Prinsiri Plc. 0.58 0.58 0.57 0.53 0.52 0.51 0.50 0.52 Pruksa Real Estate Plc. 2.21 2.23 2.22 2.02 1.99 1.96 1.87 2.16 Quality Houses Plc. 1.21 1.21 1.21 1.15 1.16 1.16 1.11 1.14 Rasa Property Development Plc. 1.07 1.08 1.10 1.10 1.17 1.24 1.27 1.12 Raimon Land Plc. 10.10 10.41 10.72 10.63 10.38 9.72 7.94 5.38 Sammakorn Plc. 0.52 0.53 0.52 0.51 0.51 0.51 0.50 0.51 SC Asset Corporation Plc. 1.02 1.03 1.03 1.00 1.01 1.03 1.00 0.95 Sena Development Plc. 0.87 0.87 0.86 0.84 0.85 0.86 0.85 0.84 Sansiri Plc. 1.44 1.45 1.44 1.36 1.34 1.33 1.23 1.06 Supalai Plc. 2.87 2.85 2.80 2.66 2.61 2.55 2.46 2.28 Median of 33 companies 1.06 1.03 1.03 1.00 1.01 1.04 1.04 0.88 Casa Fico’s price per share (Baht) 10.13 9.85 9.85 9.56 9.66 9.94 9.94 8.41 Casa Fico’s firm value (Baht 288.81 280.63 280.63 272.46 275.18 283.36 283.36 239.76 million) Source: SETSMART

The value of Casa Fico shares based on this approach is in the range of Baht 8.41 – 10.13 per share.

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1.1.3.2 Price to Book Value Ratio Approach for Fena Park In this approach, CapAd evaluated Fena Park’s shares by using book value of Fena Park as shown in the latest financial statement as of June 30, 2012, reviewed by an auditor approved by the SEC, but no reviewed financial statement issued, of Baht 5.40 per share multiplied by the median of P/BV Ratios of 10 comparable SET-listed companies in hotel business under Tourism & Leisure sector, for the period up to August 17, 2012. The details are summarized below:

Historical P/BV Ratio (time) 15 30 60 90 120 180 360 7 days days days days days days days days Asia Hotel Plc. 0.22 0.21 0.36 0.59 0.68 0.72 0.66 0.46 Central Plaza Hotel Plc. 3.36 3.34 3.20 2.91 2.91 2.89 2.77 2.33 Dusit Thani Plc. 0.73 0.73 0.73 0.73 0.73 0.74 0.75 0.76 The Erawan Group Plc. 1.63 1.61 1.60 1.59 1.62 1.62 1.58 1.62 Grande Asset Hotels and Property 1.20 1.21 1.20 1.19 1.24 1.28 1.77 2.65 Plc. Laguna Resorts & Hotels Plc. 0.45 0.45 0.46 0.46 0.46 0.47 0.50 0.55 The Mandarin Hotel Plc. 0.66 0.64 0.64 0.63 0.61 0.58 0.55 0.53 OHTL Plc. 5.94 6.16 6.16 6.03 6.23 6.29 6.19 6.16 Royal Orchid Hotel (Thailand) Plc. 2.03 2.07 2.08 2.13 2.17 2.15 2.09 2.02 Shangri-La Hotel Plc. 0.89 0.87 0.87 0.84 0.85 0.85 0.84 0.80 Median of 10 companies 1.04 1.04 1.03 1.01 1.05 1.06 1.21 1.21 Fena Park’s price per share (Baht) 5.62 5.62 5.56 5.45 5.67 5.72 6.53 6.53 Fena Park’s firm value (Baht 56.16 56.16 55.62 54.54 56.70 57.24 65.34 65.34 million) Source: SETSMART

The value of Fena Park based on this approach is in the range of Baht 5.45 – 6.53 per share.

1.1.4 Price to Earning Ratio Approach: P/E Ratio In the latest 12-month period, Casa Fina and Fena Park operated at net loss. Therefore, the share value of Casa Fina and Fena Park by using P/E Ratio could not be calculated.

1.1.4.1 Price to Earning Ratio Approach for Casa Fico As information for shareholders only, CapAd shew the P/E Ratios of 33 comparable SET- listed companies with similar business of residential property development, for the period up to August 17, 2012. The details are summarized below:

Historical P/E Ratio (time) 15 30 60 90 120 180 360 7 days days days days days days days days Areeya Property Plc. 55.91 55.87 55.76 55.39 48.96 44.50 38.66 24.65 Asian Property Development Plc. 11.31 11.40 11.40 11.07 11.36 11.05 9.99 10.32 Bangkok Land Plc. 26.39 25.30 23.21 21.65 21.59 21.60 19.35 16.48 Charnissara Development Plc. 78.45 84.00 83.45 75.83 75.11 75.11 75.11 75.11 Eastern Star Real Estate Plc. N/A N/A N/A N/A N/A N/A N/A 275.52 Everland Plc. 2.11 2.16 2.12 2.10 2.25 2.81 2.56 2.39 Grand Canal Land Plc. N/A N/A N/A N/A N/A N/A N/A N/A Golden Land Property Development N/A N/A N/A N/A N/A N/A N/A N/A Plc. K.C. Property Plc. N/A N/A N/A N/A N/A N/A N/A 63.95 Krisdamahanakorn Plc. 11.94 11.96 12.14 13.41 13.55 12.02 12.02 16.27 Keppel Thai Properties Plc. N/A N/A N/A N/A N/A N/A N/A N/A Lalin Property Plc. 7.63 7.56 7.42 7.19 7.17 7.05 6.57 6.91 Land and Houses Plc. 15.61 15.56 15.61 15.21 14.72 14.20 13.50 13.60 Living Land Capital Plc. N/A N/A N/A N/A N/A N/A N/A N/A L.P.N. Development Plc. 14.11 14.06 14.06 13.76 13.55 12.95 11.28 9.89 Metrostar Property Plc. N/A N/A N/A N/A N/A 7.78 7.39 9.15 M.K. Real Estate Development Plc. 10.72 10.64 10.43 10.16 10.10 9.89 8.34 6.89 Natural Park Plc. 3.58 3.58 3.58 3.58 3.58 45.54 40.44 20.89 N. C. Housing Plc. 8.45 8.52 8.45 8.22 8.04 8.50 11.12 14.00 Noble Development Plc. 9.48 9.14 8.80 8.35 8.17 7.77 6.12 4.56 Nusasiri Plc. 29.21 27.91 27.60 27.99 29.34 30.38 35.15 35.55

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Historical P/E Ratio (time) 15 30 60 90 120 180 360 7 days days days days days days days days Nawarat Patanakarn Plc. 7.58 7.64 7.36 6.77 8.09 8.95 9.67 57.90 Property Perfect Plc. 14.20 14.31 14.06 13.10 12.65 11.85 9.81 8.54 Prinsiri Plc. 6.79 6.93 6.75 6.38 6.91 7.12 6.73 5.53 Pruksa Real Estate Plc. 14.23 14.33 14.27 12.99 12.55 12.13 10.75 11.45 Quality Houses Plc. 16.60 16.48 16.36 15.52 16.24 16.24 14.44 12.92 Rasa Property Development Plc. 4.72 4.73 4.82 4.80 4.91 5.06 4.98 4.95 Raimon Land Plc. N/A N/A N/A N/A N/A 21.42 19.61 24.41 Sammakorn Plc. N/A N/A N/A N/A 144.35 137.13 73.90 39.54 SC Asset Corporation Plc. 10.81 10.49 10.43 10.04 9.74 9.47 8.47 7.57 Sena Development Plc. 4.41 4.30 4.24 4.13 4.12 4.08 3.74 4.13 Sansiri Plc. 7.94 8.04 7.97 7.52 7.47 7.37 6.64 5.70 Supalai Plc. 16.45 15.60 15.01 14.11 13.18 12.17 10.47 9.14 Median of 33 companies N/A N/A N/A N/A N/A N/A N/A N/A Casa Fico’s price per share (Baht) N/A N/A N/A N/A N/A N/A N/A N/A Source: SETSMART

1.1.4.2 Price to Earning Ratio Approach for Fena Park As information for shareholders only, CapAd shew the P/E Ratios of 10 comparable SET- listed companies in hotel business under Tourism & Leisure sector, for the period up to August 17, 2012. The details are summarized below:

Historical P/E Ratio (time) 15 30 60 90 120 180 360 7 days days days days days days days days Asia Hotel Plc. 30.73 30.42 30.45 30.45 30.45 30.45 19.97 32.99 Central Plaza Hotel Plc. 27.89 28.73 27.99 25.64 27.21 27.81 27.07 39.49 Dusit Thani Plc. N/A N/A N/A N/A 92.93 74.42 40.66 27.81 The Erawan Group Plc. 11.46 11.51 11.50 11.39 11.74 11.69 11.11 10.91 Grande Asset Hotels and Property 7.62 7.67 7.59 7.53 7.80 7.35 5.83 4.69 Plc. Laguna Resorts & Hotels Plc. N/A N/A N/A N/A N/A 3.91 4.13 5.52 The Mandarin Hotel Plc. N/A N/A N/A N/A N/A N/A 3.31 4.09 OHTL Plc. 46.67 48.43 48.41 47.37 50.88 50.68 44.70 52.56 Royal Orchid Hotel (Thailand) Plc. N/A N/A N/A N/A N/A N/A N/A N/A Shangri-La Hotel Plc. N/A N/A N/A N/A N/A N/A N/A N/A Median of 10 companies N/A N/A N/A N/A N/A N/A N/A N/A Fena Park’s price per share (Baht) N/A N/A N/A N/A N/A N/A N/A N/A Source: SETSMART

1.1.5 Summary of the Independent Financial Advisor’s Opinion on the fair value of Casa Fico’s and Fena Park’s shares

Comparison of the shares value of Casa Fico and Fena Park derived from various valuation approaches can be summarized in the table below. (Unit: Baht per share) Share Value Casa Fico Fena Park Book Value Approach 9.56 5.40 Adjusted Book Value Approach 10.36 8.85 Market Value Approach N/A N/A P/BV Ratio Approach 8.41 – 10.13 5.45 – 6.53 P/E Ratio Approach N/A N/A Discounted Cash Flow Approach N/A N/A Remark: Par value of Baht 10 each

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(Unit: Baht million) Firm Value Casa Fico Fena Park Book Value Approach 272.41 53.96 Adjusted Book Value Approach 295.33 88.54 Market Value Approach N/A N/A P/BV Ratio Approach 239.76 – 288.81 54.54 – 65.34 P/E Ratio Approach N/A N/A Discounted Cash Flow Approach N/A N/A

From the summary table above, the value of Casa Fico and Fena Park shares based on various approaches is in the range of Baht 8.41 – 10.36 per share and for Baht 5.40 – 8.85 per share, respectively. Consideration for each approach is as follows; The Book Value Approach reflects the financial position at a certain point of time. The share valuation by this approach does not reflect the fair value of assets nor profit (loss) capabilities or business performance of Casa Fico and Fena Park the future. Besides, this approach does not take into account the overall economic and industry outlook. Therefore, the valuation of Casa Fico’s and Fena Park’s shares using this approach might not be appropriate. The Adjusted Book Value Approach reflects the more accurate market value of Casa Fico’s and Fena Park’s assets than the Book Value Approach. However, it still does not reflect the future growth and profit/loss potentials of Casa Fico’s and Fena Park’s business, overall economic and industry outlook. However, the Adjusted Book Value is the fundamental value of Casa Fico and Fena Park. The Price to Book Value Ratio estimated the value of Casa Fico’s and Fena Park’s shares using past financial figures as of June 30, 2012 of Casa Fico and Fena Park to compare with the past selected industrial average of 33 comparable SET-listed companies with similar business of residential property development, and 10 comparable SET-listed companies in hotel business under Tourism & Leisure sector. However, business operation and revenue structure of those comparable firms are rather different from those of Casa Fico and Fena Park. Besides, both companies have suspensed their project developments and had no business operation at the moment. As such, the valuation of Casa Fico’s and Fena Park’s shares using this approach might not reflect fair value of Casa Fico’s and Fena Park’s shares.

CapAd is of the opinion that the most appropriate approach to value Casa Fico’s and Fena Park’s shares is the Adjusted Book Value Approach. The adjusted book value of Casa Fico’s and Fena Park’s shares reflects the fundamental value of Casa Fico and Fena Park. Conclusively, the fair value of Casa Fico’s shares is of Baht 10.36 per share, and the fair value of Fena Park’s shares is of Baht 8.85 per share.

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1.2 Fair value of the Food Group’s shares

The material assets in Fico Foods to be transferred to the Company are consisted of investment in Fico Coffee, Fenix Pizza and Fenix Iron Fairies. Fico Foods is a holding company and holds majority shares in Fico Coffee, Fenix Pizza and Fenix Iron Fairies. Therefore, CapAd has evaluated Fico Foods’ shares and the firm value by considering the share values and the firm values of Fico Coffee, Fenix Pizza, and Fenix Iron Fairies and basing on the percentage sharholding of Fico Foods in such companies. CapAd applied the Discounted Cash Flow Approach in the valuation of those subsidiaries and the Adjusted Book Value Approach for the valuation of Fico Foods (based on non-consolidated financial statements of Fico Foods and adjusted for duplicated items) (Please see details in Part 4, Clauses 2.2.1, page 119). However, based on conservative basis, CapAd has not considered the investment in Fenix Silom Co., Ltd. (“Fenix Silom”), due to Fenix Iron Fairies holds 50% shareholding in Fenix Silom, whereas Fenix Silom has not yet opened its first restaurant named “the Bank Job” at Novotel Bangkok Fenix Silom, and additional 17 new restaurants under Fenix Iron Fairies in which the management of Fico Foods has planed to open in 2013 – 2016. (Please see “Risk concerning new restaurants in Part 2, Clause 2.2 (12), page 49)

Current group structure of Fico Foods Co., Ltd. (after the restructuring of the Food Group*) (Before the Entire Business Transfer of Fico Foods to the Company)

Source: Information Memorandum on Acquisition of Assets and Connected Transaction of the Company (IM-2) Remark: * Please see more details of the restructuring of the Food Group incurred in August 2012 in the Attachment 4.

From those 6 valuation methodologies, the IFA did not apply Market Value Approach to evaluate the share value of Fico Foods, Fico Coffee, Fenix Pizza, and Fenix Iron Fairies since they are not a listed company in any exchanges and there shall be no reference market value. Thus, the shares value of Fico Foods, Fico Coffee, Fenix Pizza, and Fenix Iron Fairies can be evaluated by applying the remaining approaches as summarized below:

1.2.1 Book Value Approach

1.2.1.1 Book Value of Fico Foods This approach determines Fico Foods’ shares value at a certain period. In this case, the calculation is based on Fico Foods’ latest financial statement as of June 30, 2012, reviewed by Office of P A C Auditing, a certified auditor not in the approved list of the SEC. The summary of shares value is as follows: (Unit: Baht million) Total assets 30.85 Total liabilities 1.66 Paid-up capital - 10,000,000 ordinary shares of Baht 10 each (partially 45.00 paid-up of Baht 4.50 each) - Capital receivable (14.50) Retained losses (1.31) Total Equity of Fico Foods 29.19 No. of shares (million shares) as of June 30, 2012* 10.00 Book value per share (Baht) 2.92

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Remark: * Par value of Baht 10 each with partially paid-up of Baht 4.50 each and deducted by capital receivable of Baht 1.45 each.

The value of Fico Foods’ shares based on this approach is equal to Baht 2.92 per share.

Fico prepared the proforma financial statements as if the restructuring of the Food Group has completed as of June 30, 2012. However, the proforma financial statements have not been reviewed or audited by a certified auditor. Therefore, the IFA shall not value Fico Foods’ share value based on the proforma financial statements. Below valuation is as information for shareholders only. (Unit: Baht million) Total assets 76.17 Total liabilities 24.55 Paid-up capital - 10,000,000 ordinary shares of Baht 10 each (partially 45.00 paid-up of Baht 4.50 each) - 810,000 ordinary shares of Baht 10 each (fully paid-up) 8.10 Minority interests 1.45 Retained losses (2.93) Total Equity of Fico Foods 51.62 No. of shares (million shares) as of June 30, 2012* 10.81 Averaged book value per share (Baht) 4.78 Remark: * 10,000,000 shares, par value of Baht 10 each, with partially paid-up of Baht 4.50, and fully paid-up of 810,000 shares, par value of Baht 10 each. Source: Proforma financial statements were prepared by Fico in which the IFA does not certify the accuracy of such financial statements

1.2.1.2 Book value of Fico Coffee This approach determines Fico Coffee’s shares value at a certain period. In this case, the calculation is based on Fico Coffee’s latest reviewed financial statement as of June 30, 2012, reviewed by Office of P A C Auditing, a certified auditor not in the approved list of the SEC. The summary of shares value is as follows: (Unit: Baht million) Total assets 10.80 Total liabilities 15.02 Paid-up capital 2.00 Retained losses (6.22) Total Equity of Fico Coffee (4.22) No. of shares (shares) as of June 30, 2012* 0.02 Book value per share (Baht) (211.05) Remark: * Par value of Baht 100 each

The value of Fico Coffee’s shares based on this approach is equal to Baht (211.05) per share.

1.2.1.3 Book value of Fenix Pizza This approach determines Fenix Pizza’s shares value at a certain period. In this case, the calculation is based on Fenix Pizza’s latest reviewed financial statement as of June 30, 2012, reviewed by Office of P A C Auditing, a certified auditor not in the approved list of the SEC. The summary of shares value is as follows: (Unit: Baht million) Total assets 16.18 Total liabilities 15.92 Paid-up capital 1.00 Retained losses (0.74) Total Equity of Fenix Pizza 0.26 No. of shares (shares) as of June 30, 2012* 0.01 Book value per share (Baht) 26.41 Remark: * Par value of Baht 100 each

The value of Fenix Pizza’s shares based on this approach is equal to Baht 26.41 per share.

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1.2.1.4 Book value of Fenix Iron Fairies This approach determines Fenix Iron Fairies’s shares value at a certain period. In this case, the calculation is based on Fenix Iron Fairies’s latest reviewed financial statement as of June 30, 2012, reviewed by Agger Partner Office Co., Ltd., a certified auditor not in the approved list of the SEC. The summary of shares value is as follows: (Unit: Baht million) Total assets 32.50 Total liabilities 20.56 Paid-up capital 4.00 Retained losses 7.94 Total Equity of Fenix Iron Fairies 11.94 No. of shares (shares) as of June 30, 2012* 0.04 Book value per share (Baht) 298.45 Remark: * Par value of Baht 100 each

The value of Fenix Iron Fairies’ shares based on this approach is equal to Baht 298.45 per share.

1.2.2 Adjusted Book Value Approach By this approach, the shares value is derived from total assets, deducted by total liabilities including commitments and contingent liabilities as shown in the latest financial statements as of June 30, 2012 and adjusted by items occurred after the end of accounting period or the items that may reflect the actual value of assets and liabilities. The adjustment items may include unrealized gain or loss from assets revaluation and/or tax privileges from losses carried forward. Consequently, the adjusted book value is divided by total number of Fico Food, Fico Coffee, Fenix Pizza and Fenix Iron Fairies’ paid-up shares. In deriving the value of Fico Foods, Fico Coffee and Fenix Pizza’ s shares, the IFA used the book value as shown in the latest financial statement as of June 30, 2012, which was reviewed by Office of P A C Auditing, a certified auditor not in the approved list of the SEC. For Fenix Iron Fairies, the IFA used the book value as shown in the latest financial statement as of June 30, 2012, which was reviewed by by Agger Partner Office Co., Ltd., a certified auditor not in the approved list of the SEC. CapAd considered the significant adjustments as follows:

1) Restructuring of the Food Group After the date of the financial statement ended June 30, 2012, Fico Group has restructured the shareholding of companies in the Food Group by offering of newly-issued shares of Fico Foods to the shareholders of Fenix Pizza and Fenix Iron Fairies for 100% and 85% shareholding in such companies, respectively. In addition, Fico Foods has increased and decreased its registered and paid-up capita after the date of the financial statements ended June 30, 2012. Summary of the effects from the increase and decrease of Fico Foods’ capitals after the date of the financial statements to the present are as follow (Please see more details concerning the capital restructuring of Fico Foods in Attachment 4): (Unit: Baht million) Paid-up Changes in capital Paid-up capital capital as of structure during after the capital Fico Foods (Company only) Jun 30, 2012 Jul 1 – Oct 12, restructuring as 2012 of Oct 12, 2012 Paid-up capital as of June 30, 2012 45.001/ Adjustments to paid-up capital - Issuance of newly-issued shares to 8.102/ exchange for shareholding in Fenix Pizza (100%) and Fenix Iron Fairies (85%) - Decreasing of the registered and paid-up (31.50)3/ capital - Additional paid in capital 16.504/ Total paid-up capital 45.50 (6.90) 38.106/ Capital receivable (14.50) 14.505/ - Paid-up capital - net 30.50 7.60 38.106/

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Remark: 1/ As of June 30, 2012, Fico Foods’ paid-up capital consisted the ordinary shares of 10,000,000 shares at par value of Baht 10 each which was partially paid-up of Baht 4.50 each. 2/ In August 2012, Fico Foods issued its newly-issued ordinary shares of 810,000 shares at par value of Baht 10 as a compensation for the acquisition of Fenix Pizza’s and Fenix Iron Fairies’ shares. 3/ In September 2012, Fico Foods decreased its registered capital by Baht 70 million from Baht 108.10 million to Baht 38.10 million by reducing number of shares by 7,000,000 shares from 10,810,000 shares to 3,810,000 shares with par value of Baht 10 each. In addition, the paid-up capital was decreased by Baht 31.50 million from Baht 53.10 million to Baht 21.60 million through reduction of number of shares by 7,000,000 shares with partially paid-up of Baht 4.50 (par value of Baht 10 each) and made cash payment of Baht 31.50 million to the existing shareholders of Fico Foods. 4/ In October 2012, Fico Foods called for additional paid-up capital of Baht 5.50 per share for 3,000,000 shares with par value of Baht 10 each (partially paid-up of Baht 4.50 per share), and Fico Foods shall receive cash payment from its existing shareholders of Baht 16.50 million. After paid in full, registered and paid-up capital of Fico Foods shall be Baht 38.10 million consisted of the fully paid-up ordinary shares of 3,810,000 shares with par value of Baht 10 each. 5/ In September 2012, Fico Foods received the payment totaling of Baht 14.50 million for the capital receivable of 10,000,000 shares with partially paid-up of Baht 4.50 whereas its par value is of Baht 10 each. 6/ As of October 12, 2012, Fico Foods’ paid-up capital consisted the ordinary shares of 3,810,000 shares at par value of Baht 10 each which is fully paid-up.

2) Gain from Assets Appraisal

a) Fico Foods Majority assets of Fico Foods as of June 30, 2012 were loans to related companies of Baht 27.38 million, account receivable to others of Baht 1.61 million and investment in Fico Coffee of Baht 1.60 million, or equivalent to 88.73%, 5.21% and 5.19% of total assets, respectively. There is no revaluation of such assets. However, in this valuation report, investment in Fico Coffee shall also be valued. To avoid repetition, the IFA shall adjust the investment in Fico Coffee from Fico Foods’ total assets.

b) Fico Coffee As of June 30, 2012, majority asset of Fico Coffee was intangible asset of Baht 4.99 million, or equivalent to 65.30% of total assets, which was Royalty Fee paid to CBTL Franchising, LLC for the right to operate the coffee and tea restaurants under “The Coffee Bean & Tea Leaf” brand. However, the Company and Fico Coffee have not revalued the intangible asset. The IFA has not made any adjustment to the total assets from any changes in value of the intrangible asset. We viewed that Fico Coffee just acquired such asset in 2011, and has been amortised throughout the franchise period such that the value of the intangible asset should not be significantly different from its book value.

c) Fenix Pizza As of June 30, 2012, majority asset of Fenix Pizza was intangible asset of Baht 14.10 million, or equivalent to 87.11% of total assets, which was Royalty Fee paid to Domino’s Pizza International Franchising, Inc. for the right to operate pizza restaurants under “Domino’s Pizza” brand. However, the Company and Fenix Pizza have not revalued the intangible asset. The IFA has not made any adjustment to the total assets from any changes in value of the intrangible asset. We viewed that Fenix Pizza just acquired such asset in May 2012, and has been amortised throughout the franchise period such that the value of the intangible asset should not be significantly different from its book value.

d) Fenix Iron Fairies Main assets of Fenix Iron Fairies as of June 30, 2012, was building improvement and equipments of Baht 16.25 million, or equivalent to 50.78% of total assets, which was furniture & fixtures and equipments for the restaurants under Fenix Iron Fairies. However, the Company and Fenix Iron Fairies have not revalued the building improvement and equipments of Fenix Iron Fairies. The IFA has not made any adjustment to the total assets from any changes in value of the building improvements and equipments. We viewed that majority of its investments had beem made in the 4th quarter of 2011 and in the first half of 2012, and such assets have been amortised in accordance with its policy. The value of the building improvements and equipments should not be significantly different from its book value.

3) Tax saving from tax losses carried forward Fico Foods and its subsidiaries have tax losses carried forward from tax losses of 2007 - 2011 in which the tax saving can be utilized till 2016. Details are as follows;

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a) Fico Foods Due to after the completion of this transaction, E will liquidate Fico Foods such that the IFA shall not consider the tax saving from tax losses carried forward of Fico Foods.

b) Fico Coffee Fico Coffee was founded on June 6, 2011 and has no business operation last year. Fico Coffee has net losses of Baht 0.93 million in 2011. However, the IFA has not taken into consideration the tax saving from tax losses carried forward of Fico Coffee due to the benefit to the Company will be limited, and profitability of Fico Coffee should be limited in the next few years.

c) Fenix Pizza Fenix Pizza was founded on April 25, 2012 and has not yet started its business operation as well as no tax losses carried forward from last year.

d) Fenix Iron Fairies Fenix Iron Fairies has no tax losses carried forward at the end of 2011.

The summary of adjustment items which shall affect the book value of Fico Foods, Fico Coffee, Fenix Pizza, and Fenix Iron Fairies are as follows: (Unit: Baht million) Fico Foods Fico Fenix Fenix Iron Coffee Pizza Fairies Shareholders’ equity as of June 30, 2012 29.19 (4.22) 0.26 11.94 Adjustments Effects of increase and decrease of Fico 7.60 - - - Foods’ capital which were events after the date of the financial statements Increase (decrease) in the value of - - - - assets Investments in Fenix Pizza and Fenix (8.10)1/ - - - Iron Fairies Investment in Fico Coffee (1.60)1/ - - - Tax saving from tax losses carried - - - - forward Net adjusted shareholders’ equity 27.09 (4.22) 0.26 11.94 No. of paid-up shares (million shares) 3.812/ 0.023/ 0.013/ 0.043/ Adjusted book value (Baht/share) 7.11 (211.05) 26.41 298.45 Remark: 1/ Deducted for investments in Fico Coffee, Fenix Pizza, and Fenix Iron Fairies in order to eliminate the duplication in share valuation / firm valuation. 2/ No. of registered and paid-up capital of Fico Foods as of October 12, 2012 with par value of Baht 10 each and fully paid-up. 3/ No. of paid-up shares as of June 30, 2012 with par value at Baht 100 each and fully paid-up.

The value of Fico Foods, Fico Coffee, Fenix Pizza and Fenix Iron Fairies shares based on this approach is in the range of Baht 7.11 per share, Baht (211.05) per share, Baht 26.41 per share and Baht 298.45 per share, respectively.

1.2.3 Price to Book Value Ratio Approach: P/BV Ratio In this approach, CapAd evaluated Fico Foods, Fico Coffee, Fenix Pizza, and Fenix Iron Fairies’ shares by using book value as shown in the latest financial statement as of June 30, 2012, reviewed by Office of P A C Auditing, a certified auditor not in the approved list of the SEC, and for Fenix Iron Fairies, the IFA used the book value as shown in the latest financial statement as of June 30, 2012, which was reviewed by Agger Partner Office Co., Ltd., a certified auditor not in the approved list of the SEC. The book value of Fico Foods, Fico Coffee, Fenix Pizza, and Fenix Iron Fairies was of Baht 2.92 per share, Baht (211.05) per share, Baht 26.41 per shares, and Baht 298.45 per share, (from Part 4, Clause 1.2.1), respectively, and shall be multiplied by the median of P/BV Ratios of 3 comparable SET-listed companies with similar business in restaurant business under food and beverage sector, for the period up to August 17, 2012. The details are summarized below:

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Historical P/BV Ratio (time) 15 30 60 90 120 180 360 7 days days days days days days days days Minor International Plc. 3.56 3.60 3.57 3.33 3.36 3.28 3.07 2.94 Oishi Group Plc. 10.20 9.75 9.55 8.48 7.89 7.21 6.32 6.08 S&P Syndicate Plc. 8.44 7.98 7.67 7.12 6.56 6.06 5.53 5.10 Median of 3 companies 8.44 7.98 7.67 7.12 6.56 6.06 5.53 5.10 Fico Foods’ price per share (Baht) 24.65 23.30 22.38 20.80 19.14 17.70 16.14 14.89 Fico Coffee’ s price per share N/A N/A N/A N/A N/A N/A N/A N/A (Baht) Fenix Pizza’ s price per share 222.94 210.77 202.43 188.16 173.14 160.10 145.94 134.67 (Baht) Fenix Iron Fairies’ price per share 2,519.3 2,381.8 2,287.6 2,126.4 1,956.5 1,809.3 1,649.2 1,521.8 (Baht) Fico Foods’ firm value (Baht million) 246.59 233.04 223.82 208.04 191.43 177.02 161.35 148.89 Fico Coffee’s firm value N/A N/A N/A N/A N/A N/A N/A N/A (Baht million) Fenix Pizza’s firm value 2.23 2.11 2.02 1.88 1.73 1.60 1.46 1.35 (Baht million) Fenix Iron Fairies’ firm value 100.77 95.27 91.50 85.05 78.26 72.37 65.97 60.87 (Baht million) Source: SETSMART

The value of Fico Coffee could not be calculated by this approach due to the book value of Fico Coffee was negative value. However, the value of Fico Foods, Fenix Pizza, and Fenix Iron Fairies based on this approach is in the range of Baht 14.89 – 24.65 per share, Baht 134.67 – 222.94 per share, and Baht 1,521.81 – 2,519.34 per share, respectively.

1.2.4 Price to Earning Ratio Approach: P/E Ratio In this approach, CapAd evaluated Fico Foods, Fico Coffee, Fenix Pizza and Fenix Iron Fairies’ shares by using net profit of Fico Foods, Fico Coffee, Fenix Pizza and Fenix Iron Fairies for the last 12 months period ended June 30, 2012, reviewed by Office of P A C Auditing (Fico Foods, Fico Coffee and Fenix Iron Fairies) and by Agger Partner Office Co., Ltd. (Fenix Iron Fairies), certified auditors not in the approved list of the SEC, multiplied by the median of P/E Ratios of 3 comparable SET-listed companies with similar business in restaurant business under food and beverage sector, for the period up to August 17, 2012. The details are summarized below:

Historical P/E Ratio (time) 15 30 60 90 120 180 360 7 days days days days days days days days Minor International Plc. 16.48 16.82 16.71 15.62 16.07 15.81 14.90 20.32 Oishi Group Plc. 43.85 42.33 41.66 37.08 33.02 29.22 23.95 20.04 S&P Syndicate Plc. 28.16 28.26 27.87 26.25 24.70 23.17 21.46 20.44 Median of 3 companies 28.16 28.26 27.87 26.25 24.70 23.17 21.46 20.32 Fico Foods’ s price per share (Baht) N/A N/A N/A N/A N/A N/A N/A N/A Fico Coffee’ s price per share N/A N/A N/A N/A N/A N/A N/A N/A (Baht) Fenix Pizza’ s price per share N/A N/A N/A N/A N/A N/A N/A N/A (Baht) Fenix Iron Fairies’ price per share 4,541.0 4,557.4 4,495.2 4,233.3 3,984.0 3,737.2 3,461.6 3,277.9 (Baht) Fico Foods’ firm value (Baht million) N/A N/A N/A N/A N/A N/A N/A N/A Fico Coffee’s firm value N/A N/A N/A N/A N/A N/A N/A N/A (Baht million) Fenix Pizza’s firm value N/A N/A N/A N/A N/A N/A N/A N/A (Baht million) Fenix Iron Fairies’ firm value 181.64 182.30 179.81 169.33 159.36 149.49 138.46 131.11 (Baht million) Source: SETSMART

In the past 12 months, Fico Foods and Fico Coffee operated at net loss, and Fenix Pizza just founded on April 25, 2012 and has no profit / loss from business operation. Therefore, the share value of Fico Foods, Fico Coffee, and Fenix Pizza by using P/E Ratio could not be calculated.

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However, in the past 12 months, Fenix Iron Fairies operated at net profit of Baht 161.28 per share. The value of Fenix Iron Fairies shares based on this approach is in the range of Baht 3,277.89 – 4,557.42 per share.

1.2.5 Discounted Cash Flow Approach This valuation approach takes into account Fico Coffee’s, Fenix Pizza’s, and Fenix Iron Fairies’ future operating performance by deriving present value of future cash flow stream using an appropriate discount rate. The IFA calculated the Weighted Average Cost of Capital (“WACC”) to be used as the discount rate and constructed a 6-year forecast of Fico Coffee, Fenix Pizza and Fenix Iron Fairies’ cash flow (2012 – 2017)25. The financial forecast is based on an assumption that Fico Coffee, Fenix Pizza and Fenix Iron Fairies’ operation is on a going concern basis without any significant changes under the current economic conditions and circumstances. However, by this approach, the IFA has not prepared the financial forcast for Fico Foods due to it will be a holding company and shall be liquidated after the completion of the transaction. CapAd constructed the financial forecast for Fico Coffee, Fenix Pizza and Fenix Iron Fairies based on information and assumptions from Fico Coffee, Fenix Pizza, and Fenix Iron Fairies, and interviews with the management and relevant officers. The sole objective of the financial forecast is to evaluate the fair value of Fico Coffee’s, Fenix Pizza’s, and Fenix Iron Fairies’ shares in order to compare with the acquisition price. If there is any change in overall economic outlook and other internal and external factors that materially affect Fico Coffee’s, Fenix Pizza’s, and Fenix Iron Fairies’ business operation or assumptions used herein, the fair value derived from the financial projections may also change accordingly. Fico Coffee was founded on June 6, 2011, and Fenix Pizza on April 25, 2012, whereas both companies had no business operation in 2011 and in the first half of 2012. Fico Coffee and Fenix Pizza are preparing for the launching of their first stores within 2012. Therefore, there shall be no historical data of Fico Coffee and Fenix Pizza. Most of the information and assumptions for both companies derived from the managements of the Company and Fico Foods. However, the IFA assessed the possibility of the assumptions from the Company and Fico Foods by comparing with coffee industry and pizza industry information such as market sizes, market shares, and market growth, and then made adjustments to such assumptions based on conservative basis. In addition, Fenix Iron Fairies own 5 restaurants, namely, Iron Faires, Clouds, Fat Gut’z, Fat R Gut’z, and Mr. Jones’ Orphanage, whereas the recently opened restaurants are Fat R Gut’z and Mr.Jones in the first half of 2012 and August 2012, respectively. Therefore, the financial projection of Fenix Iron Fairies shall base on historical data and assumptions form the managements of Fico Foods and the Company. However, in this financial forecast, CapAd has not considered unopened new restaurants under Fenix Iron Fairies, due to its concrete future plan is unavailable, and financial projection of such new restaurants is difficult to accurately and appropriately estimate. The managements of Fico Foods and the Company plan to open 17 new restaurants within 2013 – 2016, and Fenix Silom Co, Ltd., a subsidiary of Fenix Iron Fairies (50% shareholding), plans to open its first restaurant “The Bank Job” in early of 2016. In addition, CapAd has not incorporated future income from investment in Fenix Silom to this financial forecast due to the Bank Job has not yet opened, and there is only Letter Offer between the leaser and Fenix Silom to lease the area. CapAd viewed that concept of the restaurant and operation plan might be changed in the future such that the financial projection is rather difficult to accurately and reasonably estimate. The assumptions for Fico Coffee, Fenix Pizza, and Fenix Iron Fairies’ financial forecasts can be summarized as follows;

25 In general, the IFA normally constructs the cash flow projection for the period of not less than 5 years. However, for the cases of Fico Coffee and Fenix Pizza who shall create negative cash flow in the next 5 years (2012 – 2016) as Fico Coffee and Fenix Pizza plan to open 60 stores and 50 stores, respectively, in the next 5 years. As such, those 2 companies shall require significant capital investments in the future. Thus, the IFA has extended the forecast period for Fico Coffee and Fenix Pizza to 6 years (2012 – 2017), and assumed that there shall be no new store opended in and after 6th year and those 2 companies shall be able to generate stable positive cash flow. The free cash flow of 6th year was used for calculation of terminal value due to the IFA viewed that cash flow tends to be stable after 6th year. Fenix Iron Fairies’ cash flow is likely to be positive through out the next 5 years (2012 – 2016). However, to be on the same standard of the Food Group with Fico Coffee and Fenix Pizza, the IFA has constructed a 6-year forecast of Fenix Iron Fairies’ cash flow (2012 – 2017). However, for the valuation of the Company’s share value (please see Part 4, Clause 1.3.6, page 146), the IFA has constructed a 5-year forecast of E’s cash flow (2012 – 2016) as in normal case.

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a) Discounted Cash Flow Approach of Fico Coffee Fico Coffee was granted by CBTL Franchising, LLC to operate coffee and tea restaurants under “The Coffee Bean & Tea Leaf” brand in Thailand for 5 years and renewable for up to three consecutive 5-year periods. Fico Coffee will open 5 stores in October – December 2012 at Central World, Siam Paragon, Interchange 21 Building, Siam Center, and Holiday Inn Sukhumvit 22, and will gradually open more stores afterwards. Key assumptions are as follows;

. Sale and Cost of Goods Sold Majority of its sales is from sale of beverage accounted for 85% of total sale, whereas sale of food and sale of goods are accounted for 9% and 6% of total sales, respectively. Under the franchise agreement, Fico Coffee must open at least 25 branches within 5 years. However, Fico Coffee plans to open 60 stores in the next 5 years, which are higher than the minimum requirement specified in the franchise agreement due to most of the stores will be Kiosk and small shops in which required limited/smaller space and capital expenditures of Baht 3.5 – 5.7 million per store (based on estimated capital expenditure for year -2013). In addition, Fico Coffee has convinced that it can achieve its expansion pland due to the growth of retail coffee industry and reputation of the brand “The Coffee Bean & Tea Leaf”. Summary of Fico Coffee expansion plan is as follows;

Fico Coffee 2012F 2013F 2014F 2015F 2016F 2017F New stores - Kiosk 11/ 4 5 5 5 0 - Small shop 22/ 5 6 6 6 0 - Large shop 23/ 3 3 3 4 0 Total new stores 5 12 14 14 15 0 Total stores 5 17 31 45 60 60 Average sale of beverage/store/month (Baht ‘000) - Kiosk 300 330 338 345 353 361 - Small shop 600 660 675 691 707 723 - Large shop 900 990 1,013 1,036 1,060 1,084 Average sale of food/store/month (Baht ‘000) - Kiosk 30 33 34 35 35 36 - Small shop 60 66 68 69 71 72 - Large shop 90 99 101 104 106 108 Average sale of goods/store/month (Baht ‘000) - Kiosk 15 17 17 17 18 18 - Small shop 30 33 34 35 35 36 - Large shop 45 50 51 52 53 54 Discount on beverage sale 5% 5% 5% 3% 3% - Average sale growth/store/month (%) - Beverage 10% 2.3% 2.3% 2.3% 2.3% - Foods 10% 2.3% 2.3% 2.3% 2.3% - Goods (Coffee, Tea, and others) 10% 2.3% 2.3% 2.3% 2.3% Cost of goods sold (%) - Beverage 30% 30% 30% 30% 30% 30% - Foods 30% 30% 30% 30% 30% 30% - Goods (Coffee, Tea, and 70% 70% 70% 70% 70% 70% others) - Waste 1% 1% 1% 1% 1% 1% % of cost of goods sold to total 34% 33% 33% 33% 33% 33% sales Remark: 1/ One kiosk will be opened at Interchange 21 Building in mid of September 2012 2/ Two small stores will be opened at Central World and Siam Paragon in mid of October 2012. 3/ Two large stores will be opened at Siam Center and Holiday Inn Sukhumvit 22 in December 2012.

(Unit: Baht ‘000) Fico Coffee 2012F 2013F 2014F 2015F 2016F 2017F Sales - Beverage 4,350 134,640 243,065 356,406 487,551 498,765 - Foods 435 13,464 24,306 35,641 48,755 49,876 - Goods (Coffee, Tea, and others) 218 6,732 12,153 17,820 24,378 24,938 Total sales 5,003 154,836 279,525 409,867 560,683 573,579 Net sales after discount 4,785 148,104 267,371 399,175 546,057 573,579 Gross profit 3,149 97,479 175,979 265,166 362,738 386,044

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Average sale per store depended on size of each shop and industry reference as well as suitability. CapAd assumed average sale per day of kiosk, small shop, and large shop for 2012 is of 100 cups, 200 cups, and 300 cups, respectively. Besides, we considered the average sale per store of competitors at Baht 0.2 – 1.2 million per month, Fico Coffee’s sale of Baht 0.3 – 0.9 million per store per month is comparable to its competitors. Sale growth is assumed at 10% in 2013 from prior year due to 2012 is the 1st year that Fico Coffee started its business. From 2014 onwards, sale growth is expected at 2.3% p.a. based on the average growth of the market size in the past 5 years. (Referred to Attachment 4, Clause 5, of this report) Cost of beverage and food is assumed at 30% of sales, and cost of goods is assumed at 70% of sales. The average cost of goods sold to total sales is in the range of 33% - 34% of total sales, which is comparable to the low range of cost structure of companies in the industry of which 30% - 90% of sales. However, for comparison purpose, CapAd shall consider net operating profit margin of each company instead. In 2013 – 2017, operating profit (loss) of Fico Coffee is in the range of (9)% – 2% of total revenues which is comparable to the low range of the average operating profit margin of companies in the industry of which 0% - 10% of total revenue (as mentioned next).

. Selling and Administrative Expenses Selling and administrative expenses are consisted of payroll & related expenses, direct operating expenses, marketing expenses, rents, royalty fee, franchise fee, trademark, management fee, insurance premium, and others. (Unit: Baht ‘000) Fico Coffee 2012F 2013F 2014F 2015F 2016F 2017F Payroll & related expenses 1,451 23,225 39,133 57,381 78,496 80,301 Direct operating expenses 472 11,371 20,564 30,548 41,602 43,335 Other controllable expenses 900 17,032 29,350 40,987 56,068 57,358 Non-controllable expenses 5,407 47,131 80,954 114,272 153,289 148,534 Total selling and administrative 8,231 98,759 170,002 243,188 329,454 329,528 expenses % of SG&A to total revenue 172% 67% 64% 61% 60% 57% Net operating profit (152)% (9)% (7)% (3)% (3)% 2% Remark: - Direct operating expenses consisted of utilities, guest supplies, repairs and maintenance, and others. - Other controllable expenses consisted of marketing expenses, pre-opening expenses, and others. - Non-controllable expenses consisted of lease and related royalty fees, franchisee fee (opening shop), management fee, insurance premium, and etc.

Selling and administrative expenses in 2012 are relatively high due to Fico Coffee has planed to open flagship stores and small stores in large shopping malls and hotels in the city area in the 4th quarter of 2012. Some expenses such as marketing expenses and staffs’ training expenses are expected to be high in the initial stage. Excluding the operating profit margin in 2012 which is relatively high deficit as Fico Coffee just started its business operation, operating profit (loss) margin of Fico Coffee is of (9)% - 2% of total revenues, which is close to the low range of average operating profit margin of the industry of which 0% - 10% of total revenues. . Financial costs Based on the assumptions from the managements of Fico Foods and E, souces of funds shall derive equally from borrowings and shareholders’ equity (D:E of 1:1). Borrowings are assumed from loans from financial institutions with 3-year term and interest rate at MLR. . Corporate income taxes Corporate income taxes rate of 23% in 2012 and 20% in 2013 onwards. . Assets and liabilities turnover Based on estimation from Fico Foods’ management and considered the suitability of the ratios, throughout the projection period as follows: Account receivables 0 days on average Inventories 30 days on average Account and note payables 30 days on average

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. Capital expenditures Capital expenditures consist of lease deposit, initial franchise fee, equipments, and furniture and fixtures. Lease deposit is assumed at Baht 0.1 – 0.3 million per store. Initial franchise fee is of Baht 0.39 – 0.77 million per store and Baht 0.19 million per Kiosk. Summarized of capital expenditures are as follows; (Unit: Baht ‘000) Fico Coffee 2012F 2013F 2014F 2015F 2016F 2017F Capital expenditure per store - Kiosk 3,400 3,502 3,607 3,715 3,827 1,000 - Small shop 5,500 5,665 5,835 6,010 6,190 2,500 - Large shop 8,250 6,000 6,180 6,365 6,556 2,250 Total capital expenditures (Kiosk, 30,900 60,333 71,585 73,733 82,501 5,750 small shop, and large shop) Working capital for normal operation 8,000 6,000 9,000 9,000 9,000 0 Capital requirements 38,900 66,333 80,585 82,733 91,501 5,750

Average capital expenditures for large shop in 2012 are higher than the following years due to Fico Coffee will open flagship stores in large shopping mall and hotel in the city area of which high investment costs are expected comparing to other large shops in the future. In addition, CapAd assumes capital expenditures per store to grow at 3% p.a. throughout the projection period. In 2017, we assume that there is no new store opened, and the capital expenditures for existing stores are estimated at Baht 0.05 – 0.15 million per store per year depended on size of the stores. Besides, in this financial projection, Fico Coffee is required to source additional funds to support its working capital need due to at the initial stage, Fico Coffee is in the high expansion phase and unable to generate sufficient funding to support its normal business operation. Summary of financial projection of 2012 - 2017 is as follows; (Unit: Baht ‘000) Fico Coffee 2012F 2013F 2014F 2015F 2016F 2017F Total assets 35,920 82,659 125,089 158,532 187,695 158,165 Total liabilities 23,679 53,096 76,935 91,877 108,047 74,104 Shareholders’ equity 12,241 29,563 48,154 66,655 79,648 84,061 Sales – net 4,785 148,104 267,371 399,175 546,057 573,579 EBITDA (5,081) (1,085) 5,977 21,978 33,284 56,516 EBIT (7,253) (13,194) (17,497) (13,919) (15,444) 8,808 Net income (8,283) (15,845) (21,701) (19,058) (21,099) 4,412 . Terminal Value Free cash flow growth after the forecasting period is estimated at 0% p.a. under conservative basis. . Discount Rate The discount rate applied to the calculation of the present value of free cash flow is the Weighted Average Cost of Capital (WACC) capital based on Fico Coffee’s and Fenix Pizza’s capital structure, which derived from the weighted average of Cost of Debt (Kd) and Cost of Equity (Ke) based on the following formula;

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

Ke = Cost of equity or shareholders’ required rate of return (Re) Kd = Cost of debt or loan interest rate T = Corporate income tax rate E = Total shareholders’ equity D = Interest-bearing debt

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

Ke (or Re ) = Rf + β (Rm - Rf)

Whereby

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Risk Free Rate (Rf) = 4.04% per annum based on 30-year government bond yield (information as of August 17, 2012), which is currently the longest government bond that is regularly issued or offered for sale by the Government, therefore, aligned with the assumption that Fico Coffee’s and Fenix Pizza’s operations are on going concern basis. Beta (β) = 0.60 times based on average unlevered beta of 3 comparable SET-listed companies with similar business in food and beverage sector, namely MINT, OISHI, and S&P (1-year historical data until August 17, 2012), and adjusted with the target interest bearing debt to equity ratio of Fico Coffee, Fenix Pizza, and Fenix Iron Fairies. Market Risk (Rm) = 19.49% per annum, which is the 27-year average rate of return from the investment in market portfolio of the Stock Exchange of Thailand (1985 – 2011). However, CapAd did not take into account the market returns during 1975 – 1984 because they were returns during the establishment of the Stock Exchange when few companies were listed and trading volume was still limited. Therefore, they may not reflect the actual market return. Kd = 7.125% per annum based on average MLR of the large banks in Thailand D/E Ratio = Estimated D/E ratio at 1.0 times, equivalent to target D/E ratio of individual company in Fico Foods group T = Estimated corporate income tax rate 23% per annum for 2012 and 20% per annum for 2013 onwards.

Therefore, the discount rate or WACC of Fico Coffee and Fenix Pizza is equal to 9.40% p.a. in 2012 and 9.51% p.a. in 2013 onwards. By using above information and assumptions, calculation of Fico Coffee’s future cash flow and value are as follows; (Unit: Baht ‘000) Fico Coffee 2012F 2013F 2014F 2015F 2016F 2017F Free Cash Flow to Firm (44,624) (67,418) (74,608) (60,754) (58,217) 50,766 Present Value of Free (43,633) (60,185) (60,822) (45,229) (39,578) 31,517 Cash Flow to Firm (2012 – 2017) (Unit: Baht ‘000) PV of Terminal Value 331,580 Present value of total cash flow 113,650 Add: Cash and short term investments as of June 30, 2012* 297 Less: Outstanding interest bearing debts as of June 30, 2012* (12,600) Net present value of cash flow – net 101,347 Paid-up shares (‘000 shares) as of June 30, 2012 20 Net present value of cash flow as of September 30, 2012 (Baht/share) 5,067.34 Remark: * Consisted of cash and cash equivalent of Baht 0.297 million, and loans from related parties of Baht 12.60 million, from the interim financial statements as of June 30, 2012 reviewed by a certified auditor.

The value of Fico Coffee’s shares based on this approach is equal to Baht 5,067.34 per share.

In addition, CapAd has conducted a sensitivity analysis based on adjusting the discount rate or WACC increased (decreased) by 5% of the calculated discount rate mentioned above, to consider the impact to Fico Coffee’s share value is as follows; Fico Coffee Sensitivity analysis -5% 0 +5% Discount rate - Year 2012 8.93% 9.40% 9.87% Discount rate - Year 2013 onwards 9.03% 9.51% 9.98% Share price of Fico Coffee (Baht/share) 6,261.59 5,067.34 4,003.29 Firm value - Fico Coffee (Baht million) 125.23 101.35 80.07 As shown in the table above, the value of Fico Coffee’s shares is in the range of Baht 4,003.29 – 6,261.59 per share, and the firm value of Fico Coffee is in the range of Baht 80.07 – 125.23 million.

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b) Discounted Cash Flow Approach of Fenix Pizza Domino’s Pizza International Franchising, Inc. granted to Fenix Pizza the exclusive right to develop and operate Domino’s Pizza delivery stores in Thailand for 10 years and for one additional 10 year term. Fenix Pizza will open 2 pizza stores in December 2012 (Holiday Inn, Sukhumvit 22, and Sukhumvit 49) and gradually open more branches throughout the projection period. As the business model of Domino’s Pizza is focusing on delivery services, each store will be located close to community area and roadway but not necessary to locate in large shopping malls. Therefore, Fenix Pizza should be able to lower investment costs for each store. However, Fenix Pizza will open its flagship store at Holiday Inn Sukhumvit 22 in December 2012, whereas the location of this shop will be close to Fico Coffee’s store of which will also open in December 2012. Key assumptions are as follows;

. Sales and Cost of Goods Sold As stipulated in the Master Franchise Agreement, Fenix Pizza must open minimum 50 branches within 5 years. Fenix Pizza plans to open 50 stores in the next 5 years, which are higher than the minimum requirement specified in the franchise agreement due to the business model of Domino’s Pizza is focusing on delivery services whereas dining-in services will be off-focus. Therefore, majority of its stores will be in commercial buildings with limited space for dining in. Location of stores will be located close to community area and roadway as well as conveniently accessed by motorcycles. As such, Fenix Pizza should be able to achieve the minimum number of stores required under the franchise agreement if it can seek appropriate locations for its stores. Summary of its expansion plan is as follows;

Fenix Pizza 2012F 2013F 2014F 2015F 2016F 2017F New stores 2 11 12 12 13 0 Total stores 2 13 25 37 50 50 Average sale/store/month (‘000) 970 1,025 1,083 1,144 1,208 1,276 Discount rate 25% 5% 5% 5% 5% 3% Average sale growth/store/month - 5.64% 5.64% 5.64% 5.64% 5.64% (%) Cost of goods sold (%) - Foods 35% 35% 35% 35% 35% 35% - Waste 1% 1% 1% 1% 1% 1% (Unit: ‘000) Fenix Pizza 2012F 2013F 2014F 2015F 2016F 2017F Sales 970 92,224 246,810 425,402 630,603 765,711 Net sales after discount 728 87,613 234,470 404,132 599,073 742,740 Gross profit margin 378 54,412 145,618 250,987 372,056 467,084

Due to high competition in the business, Fenix Pizza will need to give rather high discount rate in the first year in order to push sale volume and draw customers to make ordering. It is expected that the marketing activity, promotion, and reputation of Domino’s Pizza will help to stimulate sale volume. Average sales/store/month in 2012 is estimated at the average sales/store of other pizza stores (except Pizza Company and Pizza Hut whose average sales/store/month were Baht 1.7 million and Baht 1.97 respectively). The sales growth is assumed at 5.64% p.a. based on the average growth of the market size in the past 3 years. (Referred to Attachment 4, Clause 5, of this report) Cost of goods sold is estimated at 36% of sales, which is close to cost structure of companies in the industry of 36% - 74% of sales. However, each company in the industry has implemented different accounting estimation that causes difference in cost structures of each company. Therefore, CapAd shall consider operating profit margin of each company instead. Fenix Pizza has operating profit (loss) margin after deducted for selling and administrative expenses in the range of (683)% - 0.39% of total revenue, which is lower than the average operating profit margin of the industry of which (4)% - 9% of total revenue, due to Fenix Pizza has just started its business operation whereas the operating expenses at the initial stage of business are relatively high. However, Fenix Pizza tends to be profitable in the future.

. Selling and administrative expenses Variable costs of stores are consisted of payroll & related expenses, delivery expenses, marketing expenses, franchise fee, supplies, maintainance expenses, and others. The variable costs of stores are estimated at 42% of gross sales.

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Fixed costs of stores are consisted of store opened fee, lease, utility expenses, audit fee, insurance premium, and others. The fixed costs of stores are estimated at 8.3% - 18.5% of gross sales. Operating costs of head quarter are consisted of lease fee of its office, payroll & related expenses, audit fee, transportation expenses, supplies, and others. (Unit: Baht ‘000) Fenix Pizza 2012F 2013F 2014F 2015F 2016F 2017F Variable costs of stores 407 38,734 103,660 178,669 264,853 321,599 Fixed costs of stores 1,080 12,646 27,773 46,038 64,734 63,406 Administrative expenses 2,199 6,098 9,640 11,693 12,775 12,775 (Operating costs of HQ) Total selling and administrative 3,686 57,478 141,074 236,400 342,362 397,779 expenses % of SG&A to total revenues 507% 66% 60% 58% 57% 54% Operating profit margin (591)% (16)% (9)% (6)% (5)% 0.39% Selling and administrative expenses in 2012 are relatively high due to Fenix Pizza has planed to open a flagship store at Holiday Inn Sukhumvit 22 in December 2012. Some expenses such as marketing expenses and staffs’ training expenses are expected to be high in the initial stage. Operating profit margin of Fenix Pizza is of (591)% to 0.39% of total revenues, which is close to the average operating profit margin of the industry of (4)% to 9% of total revenues. The operating profit of Fenix Pizza is rather low throughout the projection period due to its business is just starting and there are high operating expenses. However, the operating profit of Fenix Pizza tends to increase in the future. . Financial costs Based on the assumptions from the managements of Fico Foods and E, souces of funds shall derive equally from borrowings and shareholders’ equity (D:E of 1:1). Borrowings are assumed from loans from financial institutions with 3-year term and interest rate at MLR. . Corporate income taxes Corporate income taxes rate of 23% in 2012 and 20% in 2013 onwards. . Assets and liabilities turnover Based on estimation from Fico Foods’s management and considered the suitability of the ratios, throughout the projection period as follows: Account receivables 0 days on average Inventories 30 days on average Account and note payables 30 days on average . Capital expenditures Capital expenditures comprise of lease deposits, equipments, furniture & fixtures, master franchise agreement fee, and head office expenses. Details are as follows; (Unit: Baht ‘000) Fenix Pizza 2012F 2013F 2014F 2015F 2016F 2017F Capital expenditures per store 6,200 6,510 6,836 7,177 7,536 6,200 Capital expenditures 12,400 71,610 82,026 86,127 97,970 12,400 Master Franchise Agreement 13,950 - - - - 13,950 Head office expenses 1,000 - - - - 1,000 Working capital for normal 5,050 12,000 24,000 25,000 28,000 5,050 business operation Total capital requirement 32,400 83,610 106,026 111,127 125,970 32,400 CapAd assumes capital expenditures per store to grow at 5% p.a. in 2013 - 2016. In 2017, we assume that there shall be no new store opened, and the capital expenditures for existing stores are estimated at Baht 0.10 million p.a. per store. Besides, in this financial projection, Fenix Pizza must source additional funds to support its working capital need due to Fenix Pizza is in the high expansion phase and its ability to generate sufficient funding to support its normal business operation is limited.

Summary of financial projection of 2012 - 2017 is as follows;

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(Unit: Baht ‘000) Fenix Pizza 2012F 2013F 2014F 2015F 2016F 2017F Total assets 27,534 92,158 153,932 203,824 250,207 202,012 Total liabilities 16,239 55,224 92,140 117,649 140,704 96,292 Shareholders’ equity 11,295 36,934 61,791 86,175 109,503 105,720 Sales – net 728 87,613 234,470 404,132 599,073 742,740 EBITDA (3,308) (3,066) 4,544 14,588 29,694 69,304 EBIT (4,297) (13,627) (20,345) (25,983) (28,049) 2,200 Net income (4,905) (16,166) (25,328) (32,680) (35,739) (3,783) . Terminal Value Free cash flow growth after the forecasting period is estimated at 0% p.a. under conservative basis. . Discount Rate The discount rate or WACC is equal to 9.40% p.a. in 2012 and 9.51% p.a. in 2013 onwards. (Please see calculation of discount rate in Part 4, Clause 1.2.5 (a), of Fico Coffee on page 84 - 85)

By using above information and assumptions, calculation of Fenix Pizza’s future cash flow and value are as follows; (Unit: Baht ‘000) Fenix Pizza 2012F 2013F 2014F 2015F 2016F 2017F Free Cash Flow to Firm (21,758) (86,676) (101,482) (99,540) (96,276) 64,304 Present Value of Free (21,275) (77,376) (82,730) (74,103) (65,452) 39,922 Cash Flow to Firm (2012 – 2017) (Unit: Baht ‘000) PV of Terminal Value 420,011 Present value of total cash flow 138,998 Add: Cash and short term investments as of June 30, 2012* 1,056 Less: Outstanding interest bearing debts as of June 30, 2012* (15,380) Net present value of cash flow – net 124,674 Paid-up shares (‘000 shares) as of June 30, 2012 10 Net present value of cash flow as of September 30, 2012 (Baht/share) 12,467.41 Remark: * Consisted of cash and cash equivalent of Baht 1.056 million, and loans from related parties of Baht 15.38 million, from the interim financial statements as of June 30, 2012 reviewed by a certified auditor.

The value of Fenix Pizza’s shares based on this approach is equal to Baht 12,467.41 per share. In addition, CapAd has conducted a sensitivity analysis based on adjusting the discount rate or WACC increased (decreased) by 5% of the calculated discount rate mentioned above, to consider the impact to Fenix Pizza’s share value is as follows; Fenix Pizza Sensitivity analysis -5% 0 +5% Discount rate - Year 2012 8.93% 9.40% 9.87% Discount rate - Year 2013 onwards 9.03% 9.51% 9.98% Share price of Fenix Pizza (Baht/share) 15,437.90 12,467.41 9,825.65 Firm value of Fenix Pizza (Baht million) 154.38 124.67 98.26

As shown in the table above, the value of Fenix Pizza’s shares is in the range of Baht 9,825.65 - 15,437.90 per share, and firm value of Fenix Pizza is in the range of Baht 98.26 – 154.38 million.

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c) Discounted Cash Flow Approach of Fenix Iron Fairies At the present, Fenix Iron Faires operate 5 restaurants, namely The Iron Fairies, Clouds, Fat Gut’z, Fat R Gut’z, and Mr.Jones’ Orphangage. The recent opened restaurants are Fat R Gut’z and Mr. Jones’ Orphanage in mid of 2012 and early of August 2012, respectively. Each of five restaurants in Fenix Iron Fairies’ group was created under diffirent theme and concept in order to satisfy diverse needs of customers. However, all five restaurants located on Thonglor area, which is known for having varieties of multi-national restaurants as well as a various shopping malls, international shops, bars, night spots, wedding studios, and prime residencial area for multi nationalities. The managements of Fico Foods and the Company plan to open additional 17 new restaurants in 2013 – 2016, and Fenix Silom, the 50% subsidiary of Fenix Iron Fairies, plans to open its first lounge/pub named “The Bank Job” in early of 2013. However, in this financial forecast, the IFA has not considered unopened new restaurants under Fenix Iron Fairies due to its future plan as well as restaurants’ concept or timing to open the new stores are still uncertain and difficult to accurately and reasonably estimate.

. Sales and Cost of Goods Sold Summary of sales and cost structure is as follows; Fenix Iron Fairies 2012F 2013F 2014F 2015F 2016F 2017F The Iron Fairies - No. of customers per year 28,920 28,920 28,920 28,920 28,920 28,920 - Average sales of food and 625 644 663 683 703 703 beverage per customer (Baht) Fat Gut’z - No. of customers per year 16,358 16,358 16,358 16,358 16,358 16,358 - Average sales of food and 775 798 822 847 872 872 beverage per customer (Baht) Clouds - No. of customers per year 44,438 44,438 44,438 44,438 44,438 44,438 - Average sales of food and 600 618 637 656 675 675 beverage per customer (Baht) Fat R Gut’z - No. of customers per year 9,175 28,800 29,520 29,520 29,520 29,520 - Average sales of food and 775 798 818 843 868 868 beverage per customer (Baht) Mr. Jones’ Orphanage - No. of customers per year 14,380 34,512 35,375 35,375 35,375 35,375 - Average sales of food and 400 400 410 422 435 435 beverage per customer (Baht) Cost of goods sold per sales of food and beverage (%) The Iron Faries 39% 39% 39% 39% 39% 39% Fat Gut’z 38% 38% 38% 38% 38% 38% Clouds 40% 40% 40% 40% 40% 40% Fat R Gut’z 38% 38% 38% 38% 38% 38% Mr. Jones’ Orphanage 43% 43% 43% 43% 43% 43%

(Unit: Baht ‘000) Fenix Iron Fairies 2012F 2013F 2014F 2015F 2016F 2017F Revenue from sales of food and beverage The Iron Faries 18,075 18,617 19,176 19,751 20,344 20,344 Fat Gut’z 12,678 13,058 13,450 13,853 14,269 14,269 Clouds 26,663 27,463 28,287 29,135 30,009 30,009 Fat R Gut’z 7,111 22,990 24,153 24,878 25,624 25,624 Mr. Jones’ Orphanage 5,752 13,805 14,504 14,939 15,387 15,387 Total revenue from sales of 70,278 95,933 99,570 102,557 105,633 105,633 food and beverage Cost of goods sold The Iron Faries (7,049) (7,261) (7,479) (7,703) (7,934) (7,934) Fat Gut’z (4,867) (5,013) (5,163) (5,318) (5,477) (5,477) Clouds (10,665) (10,985) (11,315) (11,654) (12,004) (12,004) Fat R Gut’z (2,730) (8,825) (9,272) (9,550) (9,836) (9,836) Mr. Jones’ Orphanage (2,445) (5,867) (6,164) (6,349) (6,539) (6,539) Total cost of goods sold (27,755) (37,951) (39,392) (40,574) (41,791) (41,791) Gross profit 42,523 57,982 60,177 61,983 63,842 63,842

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The estimated number of customers are based on its historical data in the 1st half of 2012 and annualized to full year. In addition, for the existing restaurants which are The Iron Fairies, Clouds and Fat Gut’z, the IFA assumed no growth in number of customers throughout the projection period. For new restaurants opened in 2012 which are Fat R Gut’z and Mr. Jones’ Orphanage, the IFA assumed number of customers in 2012 by basing on actual number of customers in the past few months and from the estimation of Fico’s managements, and estimated number of customers in 2013 by basing on annualized number of customers of 2012. In addition, sale prices and cost of goods solds of each restaurant in Fenix Iron Fairies’ group are based on its historical data, the average sale prices of each restaurant and the estimations from Fico’s managements. Revenue from sales of Fenix Iron Fairies was of Baht 43.78 million in 2011 and Baht 32 million in the 1st half of 2012. Its sales in 2012 are assumed at Baht 70.28 million or increased 60.53% from the prior year. Besides, the projected sales in 2012 is 9.81% higher than the annualized sales based on 1st half 2012 due to Fenix Iron Fairies has gradually opened new restaurants since 2011 untill now. The estimated number of customers and average sales of food and beverage per customer sales in 2012 for The Iron Fairies, Fat R Gut’z, and Clouds are based on their historical data in the 1st half of 2012 because they have been operated since 2011. Average sales growth is assumed at 3% p.a. in 2013 – 2016 and 0% p.a. from 2017 onwards based on conservative basis. For the newly-opened restaurants, Fat R Gut’z and Mr. Jones’ Orphanage, the assumptions are based on the estimations from the managements of Fenix Iron Fairies and the adjustment from the IFA in accordance with the conservative basis. Gross profit in 2012 – 2017 is assumed at 60% – 61% of revenue from sales of which slightly lower than the gross profit margin of 2011 at 63% of revenue from sales.

. Other incomes Other incomes are consisted of service charge, tobacco, sponsor revenues, and others. CapAd assumed majority of other incomes derived from service charge and other income at 11% of revenue from sales of food and beverage.

. Selling and Administrative Expenses Selling and administrative expenses are consisted of payroll & related expenses and other selling and administrative expenses such as lease fees, utility expenses, music band, audit fee, insurance premium, management fees, and maintenance expenses. (Unit: Baht ‘000) Fenix Iron Fairies 2012F 2013F 2014F 2015F 2016F 2017F The Iron Fairies Payroll & related expenses 3,619 3,505 3,610 3,718 3,830 3,832 Other selling and administrative 4,499 4,222 4,132 4,231 4,416 4,416 expenses % of selling and administrative 41% 38% 37% 37% 37% 37% expenses to total revenues Fat Gut’z Payroll & related expenses 2,337 2,410 2,481 2,555 2,631 2,632 Other selling and administrative 3,804 3,741 3,814 3,888 4,097 4,097 expenses % of selling and administrative 44% 43% 43% 42% 43% 43% expenses to total revenues Clouds Payroll & related expenses 4,279 4,408 4,540 4,676 4,817 4,817 Other selling and administrative 5,159 5,396 5,519 5,646 5,906 5,906 expenses % of selling and administrative 31% 31% 31% 31% 31% 31% expenses to total revenues Fat R Gut’z Payroll & related expenses 1,515 3,862 4,058 4,180 4,305 4,305 Other selling and administrative 3,401 7,052 7,018 7,154 7,294 7,542 expenses % of selling and administrative 63% 43% 42% 41% 41% 42% expenses to total revenues Mr. Jones’ Orphanage Payroll & related expenses 1,133 3,028 3,180 3,296 3,417 3,519 Other selling and administrative 1,987 4,612 4,742 4,823 4,907 5,111 expenses

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Fenix Iron Fairies 2012F 2013F 2014F 2015F 2016F 2017F % of selling and administrative 49% 50% 50% 49% 49% 51% expenses to total revenues Total selling and 31,733 42,236 43,093 44,167 45,619 46,177 administrative expenses % of selling and administrative 40% 40% 39% 39% 39% 39% expenses to total revenues Selling and administrative expenses in 2011 was of 40% of total revenue whereas the estimated selling and administrative expenses in 2012 – 2017 are slightly lower than the previous year due to future revenue is expected to be increased. . Financial costs Financial costs consisted of interest expenses for loans from directors and related compaies. As of June 30, 2012, Fenix Iron Faires had loans from related companies of Baht 4 million and loans from directors of Baht 4 million with the interest rate of 4.50% p.a. . Corporate income taxes Corporate income taxes rate of 23% in 2012 and 20% in 2013 onwards. . Assets and liabilities turnover Based on estimation from Fico Foods’s management and considered the suitability of the ratios, throughout the projection period as follows: Account receivables 0 days on average Inventories 30 days on average Account and note payables 60 days on average . Capital expenditures Capital expenditures are projected at Baht 0.30 million per store per year in 2013 onwards.

Summary of financial projection of 2012 - 2017 is as follows; (Unit: Baht ‘000) Fenix Iron Fairies 2012F 2013F 2014F 2015F 2016F 2017F Total assets 37,654 56,871 75,783 95,498 117,419 132,969 Total liabilities 18,930 20,629 20,870 21,067 21,270 21,270 Shareholders’ equity 18,724 36,241 54,913 74,431 96,149 111,699 Revenue from sale and 70,278 95,933 99,570 102,557 105,633 105,633 services Total revenues 78,639 106,899 110,941 114,269 117,697 117,697 EBITDA 19,152 26,713 28,455 29,528 30,287 29,729 EBIT 15,427 22,257 23,700 24,758 27,508 27,798 Net profit 11,602 17,517 18,672 19,518 21,718 15,550

. Operational Guarantee on EBITDA The Seller agreed to provide an operational guarantee of up to Baht 30 million per year in EBITDA for each of the fiscal years 2013 and 2014. Should the EBITDA in any of those fiscal years be below Baht 30 million, the the Promissory Note principal shall be adjusted by the amount of such shortfall. Therefore, from the financial projection, EBITDA in 2013 and 2014 will be lower than Baht 30 million by Baht 3.29 million and Baht 1.55 million, respectively. . Terminal Value Free cash flow growth after the forecasting period is estimated at 0% p.a. under conservative basis. . Discount Rate The discount rate applied to the calculation of the present value of free cash flow is the Weighted Average Cost of Capital (WACC) capital based on Fenix Iron Fairies’ capital structure, which derived from the weighted average of Cost of Debt (Kd) and Cost of Equity (Ke) based on the following formula;

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

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

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

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

Ke (or Re ) = Rf + β (Rm - Rf)

Whereby Risk Free Rate (Rf) = 4.04% per annum based on 30-year government bond yield (information as of August 17, 2012), which is currently the longest government bond that is regularly issued or offered for sale by the Government, therefore, aligned with the assumption that Fenix Iron Fairies’ operation is on going concern basis. Beta (β) = 0.52 times based on average unlevered beta of 3 comparable SET-listed companies with similar business in food and beverage sector, namely MINT, OISHI, and S&P (1-year historical data until August 17, 2012), and adjusted with the target interest bearing debt to equity ratio of Fenix Iron Fairies. Market Risk (Rm) = 19.49% per annum, which is the 27-year average rate of return from the investment in market portfolio of the Stock Exchange of Thailand (1985 – 2011). However, CapAd did not take into account the market returns during 1975 – 1984 because they were returns during the establishment of the Stock Exchange when few companies were listed and trading volume was still limited. Therefore, they may not reflect the actual market return. Kd = 4.50% per annum based on current interest rate payable by Fenix Iron Fairies D/E Ratio = Estimated D/E ratio at 0.67 times, equivalent to Fenix Iron Fairies’ D/E ratio as of June 30, 2012 T = Estimated corporate income tax rate 23% per annum for 2012 and 20% per annum for 2013 onwards.

Therefore, the discount rate or WACC of Fenix Iron Fairies is equal to 8.62% p.a. in 2012 and 8.67% p.a. in 2013 onwards.

By using above information and assumptions, calculation of Fenix Iron Fairies’s future cash flow and value are as follows; (Unit: Baht ‘000) Fenix Iron Fairies 2012F 2013F 2014F 2015F 2016F 2017F Free Cash Flow to Firm 12,586 24,970 23,952 23,247 23,459 24,342 Present Value of Free 12,329 22,504 19,864 17,740 16,473 15,728 Cash Flow to Firm (2012 – 2017) (Unit: Baht ‘000) PV of Terminal Value 181,323 Present value of total cash flow 285,962 Add: Cash and short term investments as of June 30, 2012* 4,706 Less: Outstanding interest bearing debts as of June 30, 2012* (8,000) Net present value of cash flow – net 282,667 Paid-up shares (‘000 shares) as of June 30, 2012/ 40 Net present value of cash flow as of September 30, 2012 (Baht/share) 7,066.69 Remark: * Consisted of cash and cash equivalent of Baht 4.706 million, and loans from related parties of Baht 8.00 million, from the interim financial statements as of June 30, 2012 reviewed by a certified auditor.

The value of Fenix Iron Fairies’ shares based on this approach is equal to Baht 7,066.69 per share. In addition, CapAd has conducted a sensitivity analysis based on adjusting the discount rate or WACC increased (decreased) by 5% of the calculated discount rate mentioned above, to consider the impact to Fenix Iron Fairies’ share value is as follows;

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Fenix Iron Fairies Sensitivity analysis -5% 0 +5% Discount rate - Year 2012 8.19% 8.62% 9.05% Discount rate - Year 2013 onwards 8.24% 8.67% 9.11% Share value of Fenix Iron Fairies (Baht/share) 7,435.33 7,066.69 6,733.20 Firm value of Fenix Iron Fairies (Baht million) 297.41 282.67 269.33 As shown in the table above, the value of Fenix Iron Fairies’ shares is in the range of Baht 6,733.20 – 7,435.33 per share, and firm value of Fenix Iron Fairies is in the range of Baht 269.33 – 297.41 million.

1.2.6 Summary of the Independent Financial Advisor’s Opinion on the fair value of Fico Foods, Fico Coffee, Fenix Pizza, and Fenix Iron Fairies

Comparison of the shares value of Fico Foods, Fico Coffee, Fenix Pizza, and Fenix Iron Fairies derived from various valuation approaches can be summarized in the table below. (Unit: Baht per share) Share value Fico Foods Fico Coffee3/ Fenix Pizza3/ Fenix Iron Fairie3/ Book Value Approach 2.921/ (211.05) 26.41 298.45 Adjusted Book Value Approach 7.112/ (211.05) 26.41 298.45 Market Value Approach N/A N/A N/A N/A P/BV Ratio Approach 14.89 – 24.651/ N/A 134.67 – 222.94 1,521.81 – 2,519.34 P/E Ratio Approach N/A N/A N/A 3,277.89 – 4,557.42 Discounted Cash Flow N/A 4,003.29 – 9,825.65 – 6,733.20 – Approach 6,261.59 15,437.90 7,435.33 Remark: 1/ Paid-up shares of Fico Foods as of June 30, 2012 was of 10,000,000 shares with par value of Baht 10 per share and paid-up value of Baht 4.50 per share. 2/ Registered and paid-up shares of Fico Foods as of October 12, 2012 was of 3,810,000 shares with par value of Baht 10 per share and fully paid-up. 3/ Par value of Baht 100 per share.

(Unit: Baht million) Firm value Fico Foods Fico Coffee Fenix Pizza Fenix Iron Fairies Book Value Approach 29.19 (4.22) 0.26 11.94 Adjusted Book Value Approach 27.09 (4.22) 0.26 11.94 Market Value Approach N/A N/A N/A N/A P/BV Ratio Approach 148.89 – 246.59 N/A 1.35 – 2.23 60.87 – 100.77 P/E Ratio Approach N/A N/A N/A 131.11 – 182.30 Discounted Cash Flow N/A 80.07 – 125.23 98.26 – 154.38 269.32 – 297.41 Approach

From the summary table above, the value of Fico Foods based on various approaches is in the range of Baht 27.09 – 246.59 per share, the value of Fico Coffee is in the range of Baht (211.05) - 6,261.59 per share, the value of Fenix Pizza is in the range of Baht 26.41 – 15,437.90 per share, and the value of Fenix Iron Fairies is in the range of Baht 298.45 – 7,435.33 per share. Consideration for each approach is as follows; The Book Value Approach reflects the financial position at a certain point of time. The share valuation by this approach does not reflect the fair value of assets nor profit (loss) capabilities or business performance of Fico Foods, Fico Coffee, Fenix Pizza, and Fenix Iron Fairies in the future. Besides, this approach does not take into account the overall economic and industry outlook. Therefore, the valuation of Fico Foods, Fico Coffee, Fenix Pizza, and Fenix Iron Fairies shares using this approach might not be appropriate. The Adjusted Book Value Approach reflects the more accurate market value of Fico Foods’, Fico Coffee’s, Fenix Pizza’s, and Fenix Iron Fairies’ assets than the Book Value Approach. However, it still does not reflect the future growth and profit/loss potentials of their business business, overall economic and industry outlook. However, the Adjusted Book Value is the appropriate approach to evaluate share value of Fico Foods due to it can reflect the fundamental value of Fico Foods as of June 30, 2012. In addition, Fico Foods will be liquidated after the completion of this transaction. The Price to Book Value Ratio estimated the share value of Fico Foods, Fico Coffee, Fenix Pizza, and Fenix Iron Fairies using past financial figures as of June 30, 2012 of Fico Foods, Fico

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Coffee, Fenix Pizza, and Fenix Iron Fairies to compare with the past selected industrial average of 3 comparable SET-listed companies with similar business in restaurant business under food and beverage sector which are MINT, OISHI, and S&P for the period up to August 17, 2012. However, number of comparable population is limited to only 3 companies, and the book values of Fico Foods, Fico Coffee, Fenix Pizza, and Fenix Iron Fairies as of June 30, 2012 do not reflect the fair value of assets nor profit (loss) capabilities or future business performance of Fico Foods, Fico Coffee, Fenix Pizza, and Fenix Iron Fairies who are just starting or expanding business. As such, valuation of Fico Foods’, Fico Coffee’ s, Fenix Pizza’ s, and Fenix Iron Fairies’ shares using this approach might not reflect fair value and future growth of Fico Foods’, Fico Coffee’ s, Fenix Pizza’ s, and Fenix Iron Fairies’ shares. Therefore, the valuation of Fico Foods, Fico Coffee, Fenix Pizza, and Fenix Iron Fairies shares using this approach might not be appropriate. The Price to Earnings Ratio Approaches estimated the share value of Fico Foods, Fico Coffee, Fenix Pizza, and Fenix Iron Fairies using their net profits for 12 months period ended June 30, 2012, to compare with the past selected industrial average of the comparable 3 comparable SET- companies with similar business in restaurant business under food and beverage sector which are MINT, OISHI, and S&P for the period up to August 17, 2012. Using of Fico Foods’, Fico Coffee’ s, and Fenix Pizza’s historical earnings for the comparison might not be appropriate because Fico Foods operated at net loss wherease Fico Coffee and Fenix Pizza just founded and had started their business operation in 2011 and the 1st half of 2012. Therefore, the share value of Fico Foods, Fico Coffee, and Fenix Pizza by using this approach could not be calculated. However, even though the share value of Fenix Iron Fairies could be calculated using this approach as it was founded in 2010 and operated at net profit in the past 12- month period, using of the average of P/E ratios of only 3 selected comparable companies to calculate share value might not be appropriate and will face the same shortfall as to the PBV Approach as above mentioned. In addition, the share valuation by this approach is using historical data of Fenix Iron Fairies but does not reflect future profitability of Fenix Iron Fairies when it has just opened 2 new restaurants and is expanding its business. The Discounted Cash Flow Approach is the method that considers the historical operating results and the future growth prospects of Fico Coffee, Fenix Pizza, and Fenix Iron Fairies. However, since Fico Coffee was founded on June 6, 2011, Fenix Pizza was founded on April 25, 2012, and the 2 companies are preparing for the launching of their first stores in 2012, there shall be no historical data, and the financial projections of such companies are based on assumptions from the managements of Fico Foods. However, the IFA assessed the possibility of the assumptions and made adjustment based on conservative basis to reflect the coffee and pizza industry information such as market sizes, market shares, and market growth. In addition, Fenix Iron Fairies own 5 restaurants, namely, Iron Faires, Clouds, Fat Gut’z, Fat R Gut’z, and Mr. Jones’ Orphanage, whereas the recently opened restaurants are Fat R Gut’z and Mr. Jones’ Orphanage in the first half of 2012 and August 2012, respectively. Therefore, the financial projection of Fenix Iron Fairies shall base on historical data and assumptions form the managements of Fico Foods and the Company. However, under current circumstance that Fico Coffee, Fenix Pizza, and Fenix Iron Fairies have just set up and are expanding their business. Therefore, the valuation of Fico Coffee, Fenix Pizza, and Fenix Iron Fairies shares using this approach might be appropriate due to this approach is taken into account the the business plans of Fico Coffee, Fenix Pizza, and Fenix Iron Fairies and their capability to generate profit in the future. However, the valuation is based on assumptions provided by Fico Foods, Fico Coffee, Fenix Pizza, Fenix Iron Fairies, and the Company, and under the current economic conditions and circumstances. If there is any change in the business plan, policy, and economic condition that will materially affect the assumptions and variables used herein, the future operating results of Fico Coffee, Fenix Pizza, and Fenix Iron Fairies might not be as projected and the value of the Fico Coffee, Fenix Pizza, and Fenix Iron Fairies share price evaluated by this approach may also change accordingly. CapAd is of the opinion that the most appropriate approach to value Fico Foods’ shares is the Adjusted Book Value Approach The adjusted book value of Fico Foods’ shares reflects the fundamental value of Fico Foods. Conclusively, the fair value of Fico Foods’ shares is of Baht 7.11 per share or the fair value of Fico Foods is of Baht 27.09 million. In addition, the best available approach under limited historical financial information to value Fico Coffee’ s, Fenix Pizza’ s, and Fenix Iron Fairies’ shares is the Discounted Cash Flow Approach. (Fico Coffee and Fenix Pizza have not started their business activities whereas Fenix Iron Fairies has just opened 2 new restaurants in 2012.) The discounted cash flow approach could reflect the profit (loss) capabilities and business plans of Fico Coffee, Fenix Pizza, and Fenix Iron Fairies. Conclusively, the fair value of Fico Coffee’s shares is of Baht 4,003.29 – 6,261.59 per share or the fair value of Fico Coffee is of Baht

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80.07 – 125.23 million, the fair value of Fenix Pizza’ s shares is of Baht 9,825.65 – 15,437.90 per share or the fair value of Fenix Pizza is of Baht 98.26 – 154.38 million, and the fair value of Fenix Iron Fairies’s shares is of Baht 6,733.20 – 7,435.33 per share or the fair value of Fenix Pizza is of Baht 269.32 – 297.41 million. (After the completion of this transaction, the Company will held shares in Fico Coffee, Fenix Pizza, and Fenix Iron Fairies in the percentage of 80%, 100%, and 85%, respectively.)

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1.3 Appropriateness of the offering price of the newly-issued shares of E

1.3.1 Book Value Approach of E This approach determines E’s share value at a certain period. In this case, the calculation based on E’s latest consolidated financial statements as of June 30, 2012, reviewed by a certified auditor approved by the SEC. The summary of shares value is as follows: (Unit: Baht million) Paid-up capital 694.00 Premium on share capital 212.78 Warrants 34.70 Appropriated - Legal reserve 2.66 Unappropriated retained earnings (195.75) Other components of shareholders' equity 4.23 Total Equity of E 752.62 No. of shares (shares) as of June 30, 2012* 694.00 Book value per share (Baht) 1.08 Remark: * Par value of E’s share is Baht 1.00 each

The value of E shares based on this approach is equal to Baht 1.08 per share.

1.3.2 Adjusted Book Value Approach of E By this approach, the shares value is derived from total assets, deducted by total liabilities including commitments and contingent liabilities as shown in the latest financial statements as of June 30, 2012 and adjusted by items occurred after the end of accounting period or the items that may reflect the actual value of assets and liabilities. The adjustment items may include unrealized gain or loss from assets revaluation and/or tax privileges from losses carried forward. Consequently, the adjusted book value is divided by total number of E’s paid-up shares. In deriving the value of E’s shares, the IFA used the book value as shown in the latest financial statement as of June 30, 2012, which was reviewed by an auditor approved by the SEC. CapAd considers the significant adjustments as follows:

1) Available-for-sales investments As of June 30, 2012, available-for-sale investments of the Company is of Baht 30.94 million or 3.63% of total assets, which is an investment in Seamico Securities Public Company Limited of 22,100,074 shares at par value of Baht 0.50 each. Investments in available-for-sales securities are the investments acquired for the purpose of capital gain from selling/buying of the securities. As of the end of each accounting period, investment in available-for-sales securitiesis presented in the financial statements at a fair value whereas gains or losses arising from changes in the carrying amounts of securities are charged to the comprehensive income statement, in accordance with the accounting standard. However, details of E’s investment portfolio might be changed in order to gain maximized return and adapt to the market conditions as well as the investment policy of the Company at a given period. The IFA did not adjust the value of such investments due to the value of the investments has already been reflected in a fair value in the reviewed financial statements.

2) Gain from Assets Appraisal Investment properties of the Company consist of plots of land on Koh Samui (Taling Ngam) and leasehold land on Koh Samui (Taling Ngam) with the lease period of 30 years. The Company’s managements are considering how to efficiently utilize the plots of land and the leasehold land. The Company appointed 15 Business Advisory Limited (“Property Appraiser”), an independent property appraiser approved by the SEC, to appraise the fair value of such land and leashold land. According to the appraisal reports, dated July 20, 2012, prepared by the Property Appraiser, the objective of these appraisal reports was to provide the opinion on the current market value of the appraised assets for public purpose. Details of the valuation are as follows;

a) Freehold Land

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Assets Details Appraised value (Baht) Land group Title deed No. 11902, 11914, 11922, 34052, 34161, 34162, 59,200,000 1 37259, 37260, 37261, and 37262 Location Taling Ngam Sub-district, Koh Samui District, Suratthani Province Appraised property Vacant land Total area under the title 19-2-99.1 rai deeds Appraised area 19-2-99.1 rai Ownership Evolution Capital Plc. Mortgage United Overseas Bank (Thai) Plc. Valuation methodology Sales Comparison Approach Date of valuation July 20, 2012 Report date July 20, 2012 Land group Title deed No. Por.Bor.Tor.5 No. 2 0 2 Location Taling Ngam Sub-district, Koh Samui District, Suratthani Province Appraised property Vacant land Total area under the title 1-3-5.0 rai deeds Appraised area 0 rai* Ownership Siam 2 You Plc. Mortgage None Valuation methodology None Date of valuation July 20, 2012 Report date July 20, 2012 Total Land group 1 and Land group 2 59,200,000 Remark: * The Property Appraiser has not considered the value of this land due to Por.Bor.Tor. 5 is not officially able to transfer the title to another person(s).

b) Leasehold Land

Assets Details Appraised value (Baht) Leasehold Title deed No. 41628 85,500,000 land Location Taling Ngam Sub-district, Koh Samui District, Suratthani Province Appraised property Leasehold land on vacant land Total area under the title 4-1-33.7 rai deeds Appraised area 4-1-33.7 rai Ownership/Leaser Mrs. Chababoon Petchprom Lessee Evolution Capital Plc. Mortgage None Commencement date of June 19, 2008 lease contract Tearm of lease 30 years lease term, commencing on June 19, 2008 and will be expired on June 18, 2038. Remaining lease term 25 years 11 months Lease premium fee Baht 20 million Monthly rent No monthly rent Valuation Methodology Income Approach 1) The property appraiser started with the land value analysis by means of adopting the sale comparison approach in order to come up with the market value of the land, which is equivalent to Baht 5,200,000 per rai. 2) After that, the property appraiser forcasted and calculated the annual yield of the subject land with the appropriate assumptions along the remaining period of contract rent. Based upon the market comparables, the annual market rent (including upfront payment) is estimated at 3.75% of the freehold value and will be adjusted at 3% p.a. throughout the

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Assets Details Appraised value (Baht) projection period. 3) The market rent has been calculated by multiplying the annual market rent from (2) with the freehold value from (1). 4) The annual yield and its adjustment will be used for the representative of the appropriate Market rent, this result to the calculation on the profit rent (market rent from (3) minus contract rent) along the remaining lease period. 5) The profit rent from (4) shall be discounted at discount rate of 7% p.a. based on assumptions of the property appraiser. Date of valuation July 20, 2012 Report date July 20, 2012 Leasehold Title deed No. Nor Sor 3 Kor No. 2053 land on Nor Location Taling Ngam Sub-district, Koh Samui District, Sor 3 Kor Suratthani Province Appraised property Leasehold land on vacant land Total area under the title 17-1-00 rai deeds Appraised area 17-1-00 rai Ownership/Leaser Kemnitkarnruamkar Limited Partnership Lessee Evolution Capital Plc. Mortgage None Commencement date of April 30, 2008 lease contract Tearm of lease 30 years lease term, commencing on April 30, 2008 and will be expired on April 29, 2038. Remaining lease term 25 years 9 months Lease premium fee Baht 60 million Monthly rent No monthly rent Valuation Methodology Income approach 1) The property appraiser started with the land value analysis by means of adopting the sale comparison approach in order to come up with the market value of the land, which is equivalent to Baht 5,200,000 per rai. 2) After that, the property appraiser forcasted and calculated the annual yield of the subject land with the appropriate assumptions along the remaining period of contract rent. Based upon the market comparables, the annual market rent (including upfront payment) is estimated at 3.75% of the freehold value and will be adjusted at 3% p.a. throughout the projection period. 3) The market rent has been calculated by multiplying the annual market rent from (2) with the freehold value from (1). 4) The annual yield and its adjustment will be used for the representative of the appropriate Market rent, this result to the calculation on the profit rent (market rent from (3) minus contract rent) along the remaining lease period. 5) The profit rent from (4) shall be discounted at discount rate of 7% p.a. based on assumptions of the property appraiser. Date of valuation July 20, 2012 Report date July 20, 2012 Total 61,000,000 Remark: In this appraisal report, the Property Appraiser has not separately revalued these leasehold lands.

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The adjustment of asset revaluations to E’s book value of investment properties and leasehold land can be summarized as follows; (Unit: Baht million) Fixed assets Book value Appraised value Appraised value higher June 30, 2012 July 20, 2012 (lower) than the book value Investment properties (freehold land) 59.40 59.20 (0.20) Leasehold land 71.08 61.00* (10.08) Total 130.48 120.20 (10.28) Remark: * The appraisal value of leasehold land from the appraiser report is equivalent to the present value of the profit rent.

3) Gain from the appraised prices of land and leasehold land derived from 42.5% shareholdings in Casa Fico and Fena Park The IFA has evaluated the fair value of Casa Fico’s and Fena Park’s shares by adjusting the book values of Casa Fico and Fena Park concerning the additional value of land for Baht 22.91 million and leasehold land for Baht 34.57 million, respectively (as mentioned in Part 4, Clause 1.1.2.1, on page 68 and Clause 1.1.2.2 on page 70). As of June 30, 2012, the Company held 42.50% shareholdings in Casa Fico and Fena Park and recognized investment in Casa Fico and Fena Park using equity method of Baht 117.47 million and Baht 26.08 million, respectively. Therefore, in order to reflect the fair value of investments in Casa Fico and Fena Park, the IFA viewed that the investments in Casa Fico and Fena Park should be adjusted based on the appraised values of the land and leasehold land as follows; (Unit: Baht million) Casa Fico Fena Park Total Book value of investments – 117.47 26.08 143.55 equity method – as June 30, 2012 Add Gain from appraised values of the 9.741/ 14.692/ 24.43 land and the leasehold land (the Company’s portion) Adjusted investment value 127.21 40.77 167.98 Remark: 1/ Adjustment for the appraised value of the land higher than the book value by Baht 22.91 million when the Company’s portion as 42.5% shareholder in Casa Fico is of Baht 9.74 million. 2/ Adjustment for the appraised value of the leasehold land higher than the book value by Baht 34.57 million when the Company’s portion as 42.5% shareholder in Fena Park is of Baht 14.69 million.

4) Fair value of equipments and intangible assets As of June 30, 2012, the book values of equipment and intangible assets were of Baht 14.23 million and Baht 1.77 million, respectively, or equivalent to 1.67% and 0.21% of total assets, respectively. However, the Company has not revalued such equipments and intangible assets due to total value of such assets were only 1.88% of total assets. Therefore, the IFA has not made any adjustement to the fair value of equipments and intangible assets due to the effect from the different between the fair value and the book value of such assets to the financial status of the Company is limited.

5) Tax saving from tax losses carried forward The Company and its subsidiary have tax losses carried forward from tax losses of 2007 - 2011 in which the tax saving can be utilized till 2016. Details are as follows;

Year Expiration of Corporate Tax loss carried forward Tax credit at the end of tax loss carried income tax rate at the end of year 2011 year 2011 forward (Year) (%) (Baht million) (Baht million) 2550 2555 23 55.95 12.87 2551 2556 20 88.49 17.70 2552 2557 20 1.32 0.26 2553 2558 20 50.68 10.14 2554 2559 20 14.56 2.91 Total 211.00 43.88

E and its subsidiary have tax losses carried forward from tax losses of 2007 - 2011 totaling of Baht 211.00 million of which the tax losses carried forward of Baht 55.95 million in 2007 shall be expired in 2012 and the remaining losses of Baht 155.05 million shall be gradually expired each year till 2016. However, the IFA viewed that the benefits of tax saving are limited due to, the Company has

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc. been operated at losses since in the past. In addition, from its latest financial statements for the first half of 2012, the Company has an operated loss of Baht 47.35 million. The Company and its subsidiary are likely to make limited profit in 2012. We, therefore, shall adjust book value of the Company based on the tax saving from tax losses carried forward of 2008 – 2011 amounting to Baht 31.01 million.

6) Contingent liabilities from debt guarntees The Company has contingent liabilities in respect of debt guarantees to three local financial institutions. The Company, as a guarantor, shall commit to guarantee the satisfaction and discharge of any and all debts, liabilities and obligations of any kind owing at the date or thereafter from the principal to the financial institution under the credit facility incurred by its associates, Red Planet Hotels (Thailand) Limited, Red Planet Hotels Two (Thailand) Limited, Red Planet Hotels Three (Thailand) Limited and Red Planet Hotels Four (Thailand) Limited in the facility amount of Baht 91.8 million, Baht 72 million, Baht 60 million, and Baht 95 million, respectively. The Company received a debt guarantee from Red Planet Hotels Limited (“RPHL”), an associate, incorporated in the Cayman Islands, committing to guarantee all obligations by the Company to such four associate companies in addition to indemnities and warranties to the Company. However, if the associates fail to pay the debt obligations to the financial institutions, to request for compensation from RPHL who incorporated in the Cayman Island will be challenging. Therefore, based on conservative basis and complication of making a claim on the guarantee, the IFA shall adjust the Company’s liabilities from the contingent liabilities in respect of the debt guarantees.

7) Investments in 2 associates, namely Andaman Beach Residences Co., Ltd. and Phang Nga Hotel Co., Ltd. Andaman Beach Residences Co., Ltd. (“ABR”) and Phang Nga Hotel Co., Ltd. (“PNH”) are associates in which the Company has 51% interest in both companies. ABR has owned land of 77 rais located at Amphor Taimuang, Phang Nga Province, and PNH has owned adjacent land of 140 rais. ABR and PNH acquired the land totaling of 217 rais since 2008 and the total acquisition price was of Baht 800 – 900 million. Formerly, ABR planned to develop real estate project for sale, and PNH planned to develop 5–star hotel, but global financial crisis and the domestic political turmoil caused such development plans to be postponed till now. Registered and paid-up capitals of ABR and PNR were of Baht 10 million each. Majority of the funds for acquiring the lands were from borrowings from another group of investors whereas such lands have been mortgaged to secure the loans from another group of investors. Shareholding structure of ABR and PNH was devided into 2 classes, and authorized persons and the articles of association of ABR and PNH were under special conditions. Consequently, another group of investors (who held only 49% shareholding in ABR and PNH) has an absolute control over ABR and PNH. Thus, the Company has not consolidated such 2 companies to its consolidated financial statement. In addition, the Company has already recognized losses from impairment of investments in ABR and PNH for the whole investment amounts. Besides, there is no revaluation of such land. Therefore, the IFA has not made any adjustment from the investment in ABR and PNH.

The summary of adjustment items which shall affect the book value of the Company’s shares are as follows: (Unit: Baht million) Shareholders’ equity of E as of June 30, 2012 752.62 Adjustments Increase (decrease) in the value of investment properties (0.20) Increase (decrease) in the value of leasehold land (10.08) Increase (decrease) in the value of investment in Casa Fico (42.50%) 9.74 Increase (decrease) in the value of investment in Fena Park (42.50%) 14.69 Tax saving from tax losses carried forward 31.01 Contingent liabilities from debt guarantees (318.80) Net adjusted shareholders’ equity 478.98 No. of paid-up shares (shares) as of June 30, 20121/ 694.00 Adjusted book value (Baht/share) 0.69 Remark: * Par value of E’s share is Baht 1.00 each

The value of E’s shares based on this approach is equal to Baht 0.69 per share.

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1.3.3 Market Value Approach of E This approach valued E’s shares by using weighted average historical closing prices on the SET at a different point in time. CapAd used the SEC’s definition of market price, defined by weighted average closing price at least 7 consecutive trading days but no more than 15 consecutive trading days prior to the price determination date. In this case, CapAd used the historical price data up to August 10, 2012, which was the last trading date before the Board of Directors’ meeting No. 3/2012 held on August 14, 2012 has a resolution to propose the agends concerning the acquisitions of Casa Fico’s shares and Fena Park’s shares and entry into the Entire Business Transfer with Fico Foods, and other relevant agends to this transaction, for consideration and approval to the Extraordinary General Meeting of Shareholders No. 1/2012.

By using this approach, the 7-day and 15-day weighted average share prices of E was Baht 1.29 – 1.34 per share.

Closing prices of E for 360-trading-day period (February 21, 2011 – August 10, 2012)

Source: SETSMART

During 360-trading-day period until August 10, 2012 (February 21, 2011 – August 10, 2012), the highest and lowest closing prices of E’s shares were Baht 1.72 and Baht 0.82 per share, respectively.

1.3.4 Price to Book Value Ratio Approach : P/BV Ratio of E In this approach, CapAd evaluated the E’s shares by using book value of E as shown in the latest financial statement as of June 30, 2012, which was reviewed by an auditor approved by the SEC of Baht 1.08 per share multiplied by the median of P/BV Ratios of 10 comparable SET-listed companies in hotel business under Tourism & Leisure sector due to majority of the Company’s investment is in hotel business, for the period up to August 17, 2012. The details are summarized below:

Historical P/BV Ratio (time) 15 30 60 90 120 180 360 7 days days days days days days days days Asia Hotel Plc. 0.22 0.21 0.36 0.59 0.68 0.72 0.66 0.46 Central Plaza Hotel Plc. 3.36 3.34 3.20 2.91 2.91 2.89 2.77 2.33 Dusit Thani Plc. 0.73 0.73 0.73 0.73 0.73 0.74 0.75 0.76 The Erawan Group Plc. 1.63 1.61 1.60 1.59 1.62 1.62 1.58 1.62 Grande Asset Hotels and Property Plc. 1.20 1.21 1.20 1.19 1.24 1.28 1.77 2.65 Laguna Resorts & Hotels Plc. 0.45 0.45 0.46 0.46 0.46 0.47 0.50 0.55 The Mandarin Hotel Plc. 0.66 0.64 0.64 0.63 0.61 0.58 0.55 0.53 OHTL Plc. 5.94 6.16 6.16 6.03 6.23 6.29 6.19 6.16 Royal Orchid Hotel (Thailand) Plc. 2.03 2.07 2.08 2.13 2.17 2.15 2.09 2.02 Shangri-La Hotel Plc. 0.89 0.87 0.87 0.84 0.85 0.85 0.84 0.80 Median of 10 companies 1.04 1.04 1.03 1.01 1.05 1.06 1.21 1.21 E’s price per share (Baht) 1.13 1.12 1.11 1.09 1.13 1.15 1.30 1.31 Source: SETSMART

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The value of E’s shares based on this approach is in the range of Baht 1.09 – 1.31 per share.

1.3.5 Price to Earning Ratio Approach : P/E Ratio of E In this approach, CapAd evaluated earnings per share of E by using net profit of E for the last 12 months period ended June 30, 2012, which was reviewed by an auditor approved by the SEC, multiplied by the median of P/E Ratios of 10 comparable SET-listed companies in hotel business under Tourism & Leisure sector due to majority of the Company’s investment is in hotel business, for the period up to August 17, 2012. The details are summarized below:

Historical P/E Ratio (time) 15 30 60 90 120 180 360 7 days days days days days days days days Asia Hotel Plc. 30.73 30.42 30.45 30.45 30.45 30.45 19.97 32.99 Central Plaza Hotel Plc. 27.89 28.73 27.99 25.64 27.21 27.81 27.07 39.49 Dusit Thani Plc. N/A N/A N/A N/A N/A N/A N/A N/A The Erawan Group Plc. 11.46 11.51 11.50 11.39 11.74 11.69 11.11 10.91 Grande Asset Hotels and Property Plc. 7.62 7.67 7.59 7.53 7.80 7.35 5.83 4.69 Laguna Resorts & Hotels Plc. N/A N/A N/A N/A N/A 3.91 4.13 5.52 The Mandarin Hotel Plc. N/A N/A N/A N/A N/A N/A 3.31 4.09 OHTL Plc. 46.67 48.43 48.41 47.37 50.88 50.68 44.70 52.56 Royal Orchid Hotel (Thailand) Plc. N/A N/A N/A N/A N/A N/A N/A N/A Shangri-La Hotel Plc. N/A N/A N/A N/A N/A N/A N/A N/A Median of 10 companies N/A N/A N/A N/A N/A N/A N/A N/A E’s price per share (Baht) N/A N/A N/A N/A N/A N/A N/A N/A Source: SETSMART

However, in the last 12 months period ended June 30, 2012, E operated at net loss of Baht 0.08 per share. Therefore, the share value of E by using P/E Ratio could not be calculated.

1.3.6 Discounted Cash Flow Approach of E This valuation approach takes into account E’s future operating performance by deriving present value of future cash flow stream using an appropriate discount rate. The IFA calculated the Weighted Average Cost of Capital (“WACC”) to be used as the discount rate and constructed a 5-year forecast of E’s cash flow (2012 – 2016). The financial forecast is based on an assumption that E’s operation is on a going concern basis without any significant changes under the current economic conditions and circumstances. However, impacts from the financial projections and financial figures of Fico Foods group, Casa Fico, and Fena Park resulting from the acquisition and EBT have not been taken into consideration in this financial projection due to the objective of the valuation is to evaluate the fair value of E’s shares without taken into account the acquisition of Fico Foods, Casa Fico, and Fena Park. CapAd constructed the financial forecast for E based on information and assumptions from E and interviews with the management and relevant officers. The sole objective of the financial forecast is to evaluate the fair value of E’s shares in order to compare with the offering price. If there is any change in overall economic outlook and other internal and external factors that materially affect E’s business operation or assumptions used herein, the fair value derived from the financial projection may also change accordingly. Red Planet Hotels Limited (“RPHL”) is expanding its business both in Thailand and oversea, and expects to list its shares in a stock exchange and offer for sale of newly-issued ordinary shares through IPO by 2015. The Company plans to sale its shareholding in RPHL of 171,104 shares with par value of USD 0.01 per share, or 16.35% of paid-up capital (as of September 29, 2012), by 2015 together with the IPO of RPHL’s newly-issued ordinary shares. Therefore, in this financial forecast, the IFA has considered the assumptions in 2 scenarios which are; - Scenario 1 - IPO of RPHL’s shares in 2015: the Company will sell all of its shareholding in RPHL in 2015 together with the IPO of RPHL’s newly-issued shares at the same price as the expected IPO price26 of USD 600 per share. - Scenario 2 - No IPO of RPHL’s shares in 2015: the Company will sell all of its shareholding in RPHL to investors through private placement by 2015 at the expected selling price of USD 160 per share27.

26 Expected IPO price of RPHL’s shares in 2015 was based on the share price valued by the financial advisor of RPHL whereas the Company has updated the price by using the current market value provided by the financial advisor of RPHL.

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The assumptions for E’s financial forecast can be summarized as follows;

Scenario 1: IPO of RPHL’s shares in 2015 (The Company will sell its shareholding in RPHL at USD 600 per share by 2015) . Digital media and creative media revenue Majority of revenues fom digital media amd creative media services deriveds from Monster Media Co., Ltd., a subsidiary of the Company. Digital media and creative media revenue are revenues from wireless value added services (VAS), interactive media solution, internet based information services and website development services. In 2011, digital media and creative media revenue accounted for 20% of sales and services income. Summary of digital media and creative media revenue for 2012 – 2016 is as follows; (Unit: Baht ‘000) Evolution Capital (E) 2010A 2011A 1H/2012A 2012F 2013F 2014F 2015F 2016F VAS (Wireless Value 9,810 9,471 5,155 10,311 10,620 10,939 11,267 11,605 Added Services) Monster FX Sales & 10,270 6,953 6,043 12,085 12,448 12,821 13,206 13,602 Event Media - Photobooth 784 2,606 ------Website Development 386 3,745 5,121 10,957 11,286 11,625 11,973 12,333 Information technology 150 8,810 2,398 5,865 6,451 7,096 7,806 8,587 and digital services Total 21,400 31,585 18,717 39,218 40,805 42,481 44,252 46,126 Revenue growth (%) N/A 47.6% N/A 24.17% 4.05% 4.11% 4.17% 4.23%

The IFA assumed revenues from VAS and Monster FX Sales & Event to be in equivalent to such revenues in the first half of 2012 and annualized to full year of 2012. Revenues from VAS and Monster FX Sales & Event are projected to increase by 3% per annum in 2013 onwards based on conservative basis. Revenue from website development services in 2012 was from the Company’s estimation which is based on pipeline deals, and such revenue is prejected to increase by 3% per annum in 2013 onwards. Revenue from information technology and digital services consisted of creative media services, IT development services and others. In 2012, the Company estimated IT service income provided to RPHL to decrease from the prior year due to the Company provided such services to RPHL in 2011. However, the Company has additional income from providing creative media services and IT development services to RPHL group’s business in Thailand such as the launchings of RPHT3 (Had-Yai) in December 2011 and RPHT1 (Pattaya) in February 2012. In addition, RPHT2 (Asoke) and RPHT4 (Phuket) will open in September 2012 and December 2012, respectively. Providing digital media and IT services to RPHL group’s business in Thailand as mentioned should help the Company to significantly increase the digital media and creative media revenue. However, the IFA estimated digital media and creative media revenue to increase by 10% per annum in 2013 onwards. . Asset Management Asset management revenue derived from investment advisory services provided to clients as per service agreements. Service fees shall be based on percentage of investments. Most of the Company’s clients are foreign investors or funds who would like to joint venture with business partners in Thailand when the majority of the investment went to real estate businesses, especially in hotel and residential property businesses. However, since 2012, the Company has seen growth potential of food business, and started to introduce investment in food business to its clients/investors whereas the investors also have interested to invest in the food business. Consequently, the Company’s asset management income has increased. Summary of asset management revenues in 2012 – 2016 is as follows;

27 Equivalent to the latest offering price of RPHL’s newly-issued ordinary shares to an investor through private placement on September 24, 2012.

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(Unit: Baht ‘000) Evolution Capital 2010A 2011A 1H/2012A 2012F 2013F 2014F 2015F 2016F (E) Revenue from 20,756 17,023 8,162 17,131 20,788 22,354 25,200 26,848 asset management services Revenue growth N/A (18.0)% N/A 0.63% 21.35% 7.54% 12.73% 6.54% (%)

Revenue from asset management service in 2012 was assumed at annualized to the revenue of the 1st half of 2012. In 2013, asset management revenue is increased due to the Company has expected to enter into service agreements with new groups of investors who are under negotiation and expect to enter in to the service agreements in the second of 2012. In addition, the Company has convienced that to introduce food business to investors will increase the Company’s opportunity to boost its revenues and expand investor universe. . Advisory Mandate Incomes Advisory mandate incomes consist of revenue from consulting services, financial advisor services and loan origination services. Currently, the Company was appointed to be an advisor to a property development project in Daka, Bangladesh. In addition, the Companyprovided loan origination services for many projects in Thailand and overseas.Summary of advisory mandate incomes for 2012 – 2016 are as follows; (Unit: Baht ‘000) Evolution 2010A 2011A 1H/2012A 2012F 2013F 2014F 2015F 2016F Capital (E) Advisory mandate 1,819 14,325 4,444 22,743 23,425 24,128 24,852 25,598 Revenue growth N/A 687.7% N/A 58.77% 3.00% 3.00% 3.00% 3.00% (%)

Advisory mandate income of the year 2012 derived from the Company’s estimation based on current works and expected works which are under negotiation. The IFA assumed the advisory mandate income in 2013 onwards to increase 3% per annum based on the expected inflation rate. . Debt Guarantee Service In 2012, the debt guarantee service derived from the guarantee that the Company as a guarantor to the financial institution under the credit facility incurred by RPHT1, RPHT2 and RPHT3. The guarantee fee is of 3% of outstanding loans. In additions, the Company expected additional income from debt guarantee service provided to RPHT4 and RPHT5. RPHT4 and RPHT5 will locate in Phuket and Bangkok, and are expected to start the projects in 2012 and 2013, respectively. However, the IFA has not included additional 5 projects that will gradually start projects in 2014 – 2016, due to uncertainty of the projects in term of location and details. Summary of the debt guarantee service for 2012 – 2016 are as follows; (Unit: Baht ‘000) Evolution 2010A 2011A 1H/2012A 2012F 2013F 2014F 2015F 2016F Capital (E) Revenue from - 17 1,273 6,389 7,168 5,800 4,337 - debt guarantee services

In addition, from interviewed with the management of the Company, RPHL group has planed to list its shares through Initial Public Offering (IPO) in 2015. The proceeds will be used to repay the loans from financial institutions of the companies in RPHL group. Hence, the Company will not have the revenue from debt guarantee services from 2016 onwards. . Investment Services Income Investment services income derived from investment in RPHL where the Company realized gain from the market value of the investment by comparing the book value to the latest issue and offer price of RPHL shares. As of June 30, 2012, the Company held 171,104 shares of RPHL with par value of USD 0.01 each whereas the latest offering price of USD 125 per shares (please see more details in clause 9.2 in the note to the interim financial statements ended June 30, 2012). RPHL was founded in February 2010. PRHL is a holding company and a developer of limited- service hotels or budget hotels under the “Tune Hotels” brand, which is the partner brand with Air

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Asia. RPHL is a holder of a strategic agreement with Tune Hotels to roll out properties across the Philippines, Thailand, Indonesia, Chaina and Bangladesh. As of June 2012, RPHL operates 6 hotels consisted of 4 hotels in the Philippines and 2 hotels in Thailand (HadYai and Pattaya), and has 15 hotels under development in the Philippines, Thailand, Indonesia, which are expected to be completed in 2012 – 2013. However, until now, RPHL has continuously raised funds through private placement of its newly-issued ordinary shares to investors for RPHL’s business expansion. In addition, RPHL plans to list its shares on a stock exchange by 2015. (Unit: Baht ‘000) Evolution Capital 2010A 2011A 1H/2012A 2012F 2013F 2014F 2015F 2016F (E) Investment services 195,125 74,817 44,425 94,669 99,338 65,804 - - income Revenue growth 100% (61.7)% N/A 26.53% 4.93% (33.76)% (100.00)% - (%)

In the second quarter of 2012, a subsidiary - Evolution Advisors Limited acquired 3,130 ordinary shares, with a par value of USD 0.01 per share of Sweetstar Holdings Limited, a company newly incorporated in the Cayman Islands, totaling USD 31.30, representing 19.3% of the paid-up share capital of Sweetstar Holdings Limited. (please see more details in Clause 9.2 in the note to the interim financial statements ended June 30, 2012) The managements of the Company and RPHL group are seeking for additional funds of USD 20 million to incrase RPHL’s capital in the second half of 2012. Besides, RPHL plans to increase its capital of USD 50 million per annum in 2013 and 2014. The offering price is expected at USD 160 – 200 per share. This is to fulfill RPHL group’s business plan to expand hotels chain under Tune Hotels in Thailand and oversea. Revenue from capital gain from investment in Sweetstar in 2012 is assumed at Baht 3.7 million, equivalent to the investment services income from Sweetstar in the first half of 2012. In 2013, the investment services income from Sweetstar is expected at Baht 3.3 million from the expected additional capital increase of 20,000 shares at the offering price of USD 100 per share, and the Company’s shareholding in Sweetstar will drop to 9.63%. However, investment services income is only a non-realized gain without cash revenue to the Company. The cash realization will recognize when the Company disposes investment in RPHL and Sweetstar. Therefore, in this financial projection, the investment service income is consider non-cash items and will be recognized to cash in flow when the Company disposes RPHL’s and Sweetstar’s shares. . Other incomes Management incomes consist of accounting service income, IT services and general management to RPHL and foreign funds. In 2013, management income decreases due to RPHL opened its own office in mid of 2012, whereas the Company used to provide accounting service to RPHL. Interest incomes derive from deposit to financial institutions, investment in government bonds, and loans to related companies. However, majority of interest incomes was from loans to Casa Fico and Fena Part at 12.50% per annum payable one time together with the principals. Other incomes consist of dividend income, sub-lease of office area, profit from sell of investments, and etc. (Unit: Baht ‘000) Evolution Capital 2010A 2011A 1H/2012A 2012F 2013F 2014F 2015F 2016F (E) Management fee 40,205 60,433 21,836 23,962 4,462 5,039 5,619 5,703 Interest incomes 2,440 3,431 1,869 3,483 3,302 3,302 3,302 3,302 Other incomes 24,425 32,509 5,979 7,763 4,627 4,693 2,668,261 4,831 Total 67,070 96,372 29,684 35,208 12,391 13,033 2,677,182 13,835

Due to RPHL and RPHT group are in the process of expanding their business in Thailand and overseas, RPHL plans to raise additional USD 125 million in the next 2 years and expects to list its shares for IPO in 2015. Thus, the managements of the Company plans to sell its investment in RPHL and RPHT group in 2015 together with the IPO of RPHL’s newly-issued ordinary shares. . Operating expenses Operating expenses consist of digital media and creative media expenses, staffs related expenses, professional fees, travelling expenses, communication expenses, meeting and entainment

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc. expenses, equipment and property rents, IT expenses, depreciation and amortization, and other expenses. Summary of operating expenses can be summarized as follows; (Unit: Baht ‘000) Evolution Capital (E) 2010A 2011A 1H/2012A 2012F 2013F 2014F 2015F 2016F Digital media and 14,680 12,793 5,643 11,765 12,242 12,744 13,276 13,838 creative media expenses Staffs related 79,771 77,208 40,180 75,839 76,582 80,411 84,432 88,654 expenses Professional fees 29,276 25,724 9,940 19,636 17,780 19,695 21,965 24,658 Travelling expenses 4,133 1,847 1,822 2,273 2,487 2,721 2,978 3,260 Communication 2,011 1,694 865 1,241 1,251 1,261 1,272 1,283 expenses Meeting and 721 672 431 634 678 723 768 815 entertainment Equipment and 11,455 13,709 4,513 10,463 10,193 10,534 11,052 11,230 property rents IT expenses 2,931 3,574 1,364 2,445 2,095 2,191 2,231 2,336 Decreciation and 12,628 12,113 5,760 11,796 11,987 8,084 8,008 9,208 amortisation Other expenses 21,494 21,104 29,851 30,314 1,710 1,778 1,858 1,952 Total 179,099 170,438 100,370 166,406 137,004 140,142 147,839 157,234 % to total revenues N/A 67% N/A 77% 67% 81% 5% 140%

Operating expenses are relatively high due to majority of the Company’s expenses are fixed costs such as staffs related expenses, equipment and property rents, and depreciation and amortization expenses whereas majority of its revenue is rather volatile and on success basis. Other expenses were relatively high in 2010 – 2011 and 1st half of 2012 due to the Company realized losses from trading investment of Baht 9 million (in 2011), from investment in derivative of Baht 10 million (2010), and from disposition of investment in Addex Development Co., Ltd. of Baht 25 million (1st half of 2012). . Financial costs Financial costs consist of interest expenses on loans from a financial institution, loans from related parties, and short-term loans from non-related parties. As of June 30, 2012, total outstanding of loans from financial institution, loans from related parties and short-term loans from non-related parties was of Baht 70 million, Baht 16.61 million and Baht 1.63 million, respectively. The interest expenses are assumed at 1% - 15% p.a. based on the loan agreements. . Corporate income tax E has tax losses carried forward which can be deductable to future corporate income taxes within 5 years. At the end of year 2011, E has tax losses carried forward totaling of Baht 155 million or equivalent to tax saving of Baht 31 million, which is expected to be utilized in 2015. In addition, the Company is expected to pay tax on a portion of its net profit with corporate income tax rate of 20%. . Capital expenditures Capital expenditures are projected at Baht 6 million p.a. in 2012 – 2016. It is expected that E shall have no significant investment. The capital expenditures shall use to maintain the fixed assets to be able to work properly.

Scenario 2: No IPO of RPHL’s shares in year 2015 (The Company will sell its shareholding in RPHL through private placement in 2015 at the expected selling price of USD 160 per share)

The IFA assumed all assumptions as in Scenario 1 except that the Company will be able to divest its investment in RPHL of 171,104 shares, or 16.35% of RPHL’s paid-up capital as of September 29, 2012, through private placement at USD 160 per share (which is the lastest selling price of RPHL through the private placement on September 24, 2012). Summary of financial projection of 2012 - 2016 is as follows;

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Scenario 1: IPO of RPHL’s shares in 2015 (The Company will sell its shareholding in RPHL at USD 600 per share by 2015) (Unit: Baht ‘000) E 2010A 2011A 1H/2012A 2012F 2013F 2014F 2015F 2016F Total assets 898,218 906,535 852,441 933,958 1,030,095 1,096,681 3,183,866 3,134,537 Total liabilities 121,810 116,983 99,822 100,242 84,547 70,447 56,422 52,448 Shareholders’ 776,408 789,552 752,619 equity 833,716 945,547 1,026,233 3,127,443 3,082,088 Revenues 250,815 158,516 76,252 180,655 191,525 160,567 98,642 98,572 from sale and services Total revenues 317,886 254,888 105,936 215,863 203,916 173,601 2,775,824 112,407 Operating 138,786 84,450 5,566 49,457 66,912 33,459 2,627,985 (44,827) profit Net profit 85,775 19,183 (47,352) (8,836) 62,832 30,686 2,101,210 (45,355)

Scenario 2: No IPO of RPHL’s shares in 2015 (The Company will sell its shareholding in RPHL through private placement in 2015 at the expected selling price of USD 160 per share)

(Unit: Baht ‘000) E 2010A 2011A 1H/2012A 2012F 2013F 2014F 2015F 2016F Total assets 898,218 906,535 852,441 933,958 1,030,095 1,096,681 1,316,779 1,267,450 Total liabilities 121,810 116,983 99,822 100,242 84,547 70,447 56,422 52,448 Shareholders’ 776,408 789,552 752,619 833,716 945,547 1,026,233 1,260,357 1,215,002 equity Revenues 250,815 158,516 76,252 180,655 191,525 160,567 98,642 98,572 from sale and services Total revenues 317,886 254,888 105,936 215,863 203,916 173,601 441,965 112,407 Operating 138,786 84,450 5,566 49,457 66,912 33,459 294,126 (44,827) profit Net profit 85,775 19,183 (47,352) (8,836) 62,832 30,686 234,123 (45,355) . Terminal Value Free cash flow growth after the forecasting period is estimated at 0% p.a. under conservative basis. . Discount Rate The discount rate applied to the calculation of the present value of free cash flow is the Weighted Average Cost of Capital (WACC) capital based on E’s capital structure, which derived from the weighted average of Cost of Debt (Kd) and Cost of Equity (Ke) based on the following formula;

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

Ke = Cost of equity or shareholders’ required rate of return (Re) Kd = Cost of debt or loan interest rate T = Corporate income tax rate E = Total shareholders’ equity D = Interest-bearing debt

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

Ke (or Re ) = Rf + β (Rm - Rf)

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asset acquisition to the Extraordinary General Meeting of Shareholders No. 1/2012 for consideration and approval) Market Risk (Rm) = 19.49% per annum, which is the 27-year average rate of return from the investment in market portfolio of the Stock Exchange of Thailand (1985 – 2011). However, CapAd did not take into account the market returns during 1975 – 1984 because they were returns during the establishment of the Stock Exchange when few companies were listed and trading volume was still limited. Therefore, they may not reflect the actual market return. Kd = 6% per annum based on current interest rate payable by E D/E Ratio = Estimated D/E ratio at 0.1 times, equivalent to E’s D/E ratio as of June 30, 2012 T = Estimated corporate income tax rate 23% per annum for 2012 and 20% per annum for 2013 onwards

Therefore, cost of equity (Ke) or shareholders’ required rate of return (Re) is of 17.64% p.a., and the discount rate or WACC is equal to 16.45% p.a. for 2012 and 16.47% p.a. for 2013 onwards. By using above information and assumptions, calculation of E’s future cash flow and value are as follows;

Scenario 1: IPO of RPHL’s shares in 2015 (The Company will sell its shareholding in RPHL at USD 600 per share by 2015) (Unit: Baht ‘000) Scenario 1 2012F 2013F 2014F 2015F 2016F Free Cash Flow to Firm (53,643) (29,647) (33,469) 2,620,517 (44,827) PV of Free Cash Flow (51,638) (24,503) (23,750) 1,596,622 (23,450) (2012 – 2016) (Unit: Baht ‘000) PV of Terminal Value (142,388) Present value of total cash flow 1,330,892 Add: Cash and cash equivalent as of June 30, 2012* 82,270 Less: Outstanding interest bearing debts as of June 30, 2012* (88,241) Net present value of cash flow – net 1,324,921 Paid-up shares (shares) as of June 30, 2012 694,000 Net present value of cash flow as of September 30, 2012 (Baht/share) 1.91 Remark: * consisted of cash and cash equivalent of Baht 44.88 million, deposit at banks of Baht 37.39 million, loans from related parties of Baht 16.61 million short-term loans from non-related parties of Baht 1.63 million from the reviewed financial statements as of June 30, 2012.

Scenario 2: No IPO of RPHL’s shares in 2015 (The Company will sell its shareholding in RPHL through private placement in 2015 at the expected selling price of USD 160 per share) Unit: Baht ‘000) Scenario 2 2012F 2013F 2014F 2015F 2016F Free Cash Flow to Firm (53,643) (29,647) (33,469) 753,430 (44,827) PV of Free Cash Flow (51,638) (24,503) (23,750) 459,048 (23,450) (2012 – 2016) (Unit: Baht ‘000) PV of Terminal Value (142,388) Present value of total cash flow 193,318 Add: Cash and cash equivalent as of June 30, 2012* 82,270 Less: Outstanding interest bearing debts as of June 30, 2012* (88,241) Net present value of cash flow – net 187,347 Paid-up shares (shares) as of June 30, 2012 694,000 Net present value of cash flow as of September 30, 2012 (Baht/share) 0.27 Remark: * consisted of cash and cash equivalent of Baht 44.88 million, deposit at banks of Baht 37.39 million, loans from related parties of Baht 16.61 million short-term loans from non-related parties of Baht 1.63 million from the reviewed financial statements as of June 30, 2012.

The value of E’s shares based on this approach is equal to Baht 0.27 – 1.91 per share.

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In addition, CapAd has conducted a sensitivity analysis based on adjusting the discount rate or WACC increased (decreased) by 5% of the calculated discount rate mentioned above, to consider the impact to the value of E’s share is as follows; (Baht / share) Evolution Capital (E) Sensitivity analysis -5% 0 +5% Discount Rate – Year 2012 15.63% 16.45% 17.28% Discount Rate – Year 2013 onwards 15.65% 16.47% 17.29% Scenario 1: IPO of RPHL’s shares in year 2015 1.94 1.91 1.87 Scenario 2: No IPO of RPHL’s shares in year 2015 0.27 0.27 0.27 From the sensitivity analysis by changing discount rate, the value of E’s shares is in the range of Baht 0.27 – 1.94 per share. Please note that the financial projection is based on assumptions provided by the Company and under the current economic conditions and circumstances. If there is any change in the business plan, policy, and economic condition that will materially affect the assumptions and variables used herein, the future operating results of the Company might not be as projected and the value of the Company’s share price evaluated by this approach may also change accordingly.

1.3.7 Calculation of Adjusted Offering Price

The Company will issue and offer for sale of its newly-issued ordinary shares of 353,000,000 shares with a par value of Baht 1 per share at the offering price of Baht 1.75 per share (the “Offering Price”) through the private placement as a part of the total consideration for the acquisition of shares and the EBT of the affiliates of Fico. In addition to the consideration in the form of newly-issued ordinary shares at the Offering Price of Baht 1.75 per share as mentioned above, the Company will issue a conditional corporate guarantee in the amount of Baht 100,000,000 (“P/N-100”) to the Sellers as protection against damage of value of the consideration. The guarantee shall be valid for a period of not exceeding 3 years and bear uncompounded interest at the rate of 7.5% per annum which is calculated on a monthly basis and accrues until the end of guarantee period. The payment of the P/N-100 and interest shall be made at the end of the guarantee period with the following formula.

Baht 226,000,000 – (113,000,000 shares x 3-month weight average closing price of the share of the Company traded on the MAI, immediately before the completion date of the acquition of companies and/or relevant assets)

 If the result is a negative value then the Final Guarantee Payment shall be Baht 0.  If the result is more than Baht 100,000,000, the Final Guarantee Payment shall be capped at Baht 100,000,000.

Although P/N-100 is considered a part of total consideration for the acquisition of assets and the EBT of affiliates of Fico, the payment amount based on the terms and conditions of P/N-100 will depend on the share price of E in the future. In another aspect, the Company may have to offer its newly-issued ordinary shares to Srichawla Group at the price lower than the determined Offering Price of Baht 1.75 per share, which is depended on the Company’s share price at the end of year 3 (maturity of P/N-100). Therefore, in consideration of the appropriateness of the offering price of E’s shares mentioned in Part 4, Clause 1.3.8, the IFA shall compare the fair value of E’s shares with the Adjusted Offering Price (the “Adjusted Offering Price”). Calculation of Adjusted Offering Price has been performed under 2 scenarios which are (1) the Company shall pay the capped amount of PN-100 at Baht 100 million and (2) the Company shall pay the minimum amount of P/N-100 at Baht 0. Summary of the Adjusted Offering Price of E’s shares is as follows;

Scenario 1 Scenario 2 No. of newly-issued ordinary shares of the 353,000,000 353,000,000 Company (shares) Offering Price (Baht/share) 1.75 1.75 Total offering price (Baht) 617,750,000 617,750,000

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Scenario 1 Scenario 2 Adjustments Deduct : Present value of P/N-100 (Baht)1/,3/ (63,293,305) - Dedcut : Present value of interest on P/N-100 (14,240,994) (14,240,994) (Baht)2/,3/ Total adjustment (Baht) (77,534,299) (14,240,994) Total Adjusted Offerring Price (Baht) 540,215,701 603,509,006 No. of newly-issued ordinary shares of the 353,000,000 353,000,000 Company (shares) Adjusted Offering Price (Baht/share) 1.53 1.71 Remark: 1/ The Company will the Company will issue a conditional corporate guarantee in the amount of Baht 100,000,000 (“P/N-100”) to the Sellers as protection against loss of value of the consideration. (Please see term and conditions of P/N-100 in Part 1, Clause 1.3.1, page 15 - 16) 2/ P/N-100 shall be valid for a period of not exceeding 3 years and bear uncompounded interest at the rate of 7.5% per annum which is calculated on a monthly basis and accrues until the end of guarantee period. 3/ Discount rate or WACC of the Company of 16.47% per annum.

Therefore, the Adjusted Offerring Price of E’s shares is in the range of Baht 1.53 – 1.71 per share.

In addition, the offering price of newly-issued ordinary shares to be offered to the Seller, at the price of Baht 1.75 per share or the Adjusted Offerring Price of Baht 1.53 – 1.71 per share, is not less than a market price. Market Price means the volume weighted average price of the Company's shares traded on the MAI for the 15 consecutive business days prior to the day of the meeting of the Board of Directors’ meeting No. 3/2012 held on August 14, 2012 resolving to approve the acquisition of shares from Srichawla Group and the Entire Business Transfer from Fico Foods (which is at the price of Baht 1.29 per share) in accordance with the Notification of the Securities and Exchange Commission No. Sor. Jor. 39/2551 Re: the Calculation of the Price of Newly Issued Shares and the Determination of the Market Price when Issuing the Newly Issued Shares below the Market Price. From discussion with the auditor of the Company, accounting guidelines for the issuance and allocation of the newly-issued ordinary shares of the Company to Srichawla Group and the related transaction are as follows;  Record additional “paid-up capital” of Baht 353 million which is consisted of additional paid-up shares of 353,000,000 shares at par value of Baht 1 each  Record additional “premium on shares” of Baht 264.75 million derived from the additional paid-up shares of 353,000,000 shares with the premium on share of Baht 0.75 each  Record “difference between the Offering Price and the market price” based on the market price of the Company’s shares as of the issue date of the new shares. For example, if the market price of the Company’s shares at the issue date is of Baht 1.40 per share, the Company will record the “difference between the Offering Price and the market price” of Baht (123.55) million derived from the additional paid-up shares of 353,000,000 shares with the difference between the Offering Price and the market price of Baht (0.35) per share (1.40 – 1.75 = (0.35)).  Disclose the details of P/N-100 in the note to financial statements under contingent liabilities and the Company needs to revalue payment amount for P/N-100 periodically.  Record P/N-57.5 to liabilities of Baht 57.50 million. At the end of year 2014 (or when the financial statements of Fenix Iron Fairies for the period ended 2014 is finalized), the Company shall adjust such liabilities by off-setting with P/N-EBITDA, subject to actual normal operating conditions of Fenix Iron Fairies for the year 2013 and 2014.  Interest expense on P/N-100 shall be accrued until the end of guarantee period of 3 years. The interest expense shall be realized to income statements and the accrued interest expenses shall be recognized in statements of financial position.  Interest expense on P/N-57.5 shall be payable on a monthly basis and realized to income statements.  Loans to Casa Fico, Fena Park and Fenix Iron Fairies and accrued interest expenses, which shall be assigned to the Company, are considered a part of assets to be acquired and will record such loans and accrued interest expenses as assets in the statements of financial position.  For reimbursement amount of Bath 14 million which equals expenses incurred by subsidiaries of Fico Foods for working capital and operations during the specified period in the MOU to be repaid to Fico, the Company shall recognize to loans to Fico Coffee and Fenix Pizza (which shall

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become subsidiaries of the Company after the completion of this transaction) based on actual expenses of each company to the statements of financial position.  For the Put Option, the Company shall need to valuate the fair value of Put Option and record to assets derived from this transaction in the statements of financial position.

However, accounting guidelines mentioned above are subjected to change depending on the final opinions of the auditor of the Company.

1.3.8 Summary of the Independent Financial Advisor’s Opinion on the Appropriateness of the offering price of E’s shares

The value of the offering price derived from various valuation approaches can be summarized in the table below; (Unit: Baht per share) Valuation approach Share value Adjusted Adjusted Offering Adjusted Offering of E Offering Price higher Price higher Price of E (lower) than the (lower) than the share value share value (Baht) (%) 1. Book Value Approach 1.08 1.53 - 1.71 0.45 - 0.63 41.67 – 58.33 2. Adjusted Book Value Approach 0.69 1.53 - 1.71 0.84 - 1.02 121.74 – 147.83 3. Market Value Approach 1.29 – 1.34 1.53 - 1.71 0.19 – 0.42 14.18 – 32.56 4. P/BV Ratio Approach 1.09 – 1.31 1.53 - 1.71 0.22 – 0.62 16.79 – 56.88 5. P/E Ratio Approach N/A 1.53 - 1.71 N/A N/A 6. Discounted Cash Flow Approach 0.27 – 1.94 1.53 - 1.71 1.44 – (0.41) 84.21 – (26.80)

From the summary table above, the value of E is in the range of Baht 0.27 – 1.94 per share. Consideration for each approach is as follows; The Book Value Approach reflects the financial position at a certain point of time. E’s assets are primarily comprised of investments in associated companies both in domestic and overseas. Most of such companies are non-listed companies, and there shall be no referent market price. Therefore, the book value of thoses assets did not state its fair value at the report date. In addition, the share valuation by this approach does not take into account the fair value of assets that might be higer or lower than the book value and the profit capability or business performance of the Company, its subsidiaries and its associated companies in the future. Many companies that the Company has invested in have just started their business operation and /or been expanding their business. Besides, the share valuation by this approach does not take into accounte the overall economic and industry outlook. Thus, valuation of E’s shares using this approach might not be appropriate. The Adjusted Book Value Approach reflects the market value of E’s assets better than the Book Value Approach. However, it does not reflect the future growth potential of the business, future cash flow, overall economic and industry outlook. Besides, many associated companies have just started their business operation and /or been under business expansion. The Market Value Approach is determined from the trading market price of E’s shares, which shall reflect the demand and supply of investors in the stock market after taking into account of all publicly available information and the investors’ expectation of future operating performance. However, the market prices of E should be the price prior to the effect of news concerning this transaction until August 10, 2012, which was the last trading date before the Board of Directors’ meeting has a resolution to propose the agends concerning the acquisitions of Casa Fico’s shares and Fena Park’s shares and entry into the Entire Business Transfer with Fico Foods for consideration and approval to the Extraordinary General Meeting of Shareholders No. 1/2012. Since trading volume of E’s shares was relatively high, in comparison with other listed companies with similar business, at the average of 7,643,755 shares per day or 0.76% of total paid-up shares of E during 360 business days ended August 10, 2012. As such, valuation of E’s shares using this approach is able to reflect fair value of E’s shares. The Price to Book Value Ratio estimated the value of E’s shares using past financial figures as of June 30, 2012 to compare with the past selected industrial average of the 10 comparable SET- listed companies in Hotel business under Tourism & Leisure sector due to majority of the Company’s investment is in hotel business, for the period up to August 17, 2012. However, the share valuation by this approach does not take into account the fair value of assets that might be higer or lower than the book value and the profit capability or business performance of the Company, its subsidiaries and its associated companies in the future. Many companies that the Company has invested in have just

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc. started their business operation and /or been expanding their business. Besides, the share valuation by this approach does not take into accounte the overall economic and industry outlook. Thus, valuation of E’s shares using this approach might not be appropriate. The Price to Earnings Ratio Approach estimated the value of E’s share using net profits of E for 12 months period ended June 30, 2012, to compare with the past selected industrial average of the 10 comparable SET-listed companies in Hotel business under Tourism & Leisure sector due to majority of the Company’s investment is in hotel business, for the period up to August 17, 2012. However, using of E’s historical earnings for the comparison might not be appropriate because E has operating loss in the past 12 months, and valuation of E’s shares using this approach could not be calculated. The Discounted Cash Flow Approach is the method that considers the historical operating results and the future growth prospects. However, the valuation is based on assumptions provided by E and under the current economic conditions and circumstances. If there is any change in the business plan, policy, and economic condition that will materially affect the assumptions and variables used herein, the future operating results of E might not be as projected and the value of the E share price evaluated by this approach may also change accordingly. CapAd is of the opinion that the most appropriate approach to value E’s shares which benefit shareholders the most is the Market Value Approach. The market value of E’s shares reflects the demand and supply of investors in the stock market after taking into account of all publicly available information and the investors’ expectations of future operating performance. Conclusively, the fair value of E shares is Baht 1.29 – 1.34 per share, which is Baht 0.19 – 0.42 per share lower than the Adjusted Offerring Price or 14.18% – 32.56% lower than the Adjusted Offerring Price. Hence, the Adjusted Offerring Price of Baht 1.53 - 1.71 per share is appropriate due to it is higher than the fair value of the Company’s shares.

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2. Appropriateness of the fair value of the assets to be acquired and the fair value of the compensation

CapAd has considered the fair value of the considerations and the fair value of the assets from the Land Group and the Food Group, which can be summarized as follows:

Guideline for comparing the fair value of the assets to be acquired and the fair value of the considerations

The Land Group The Food Group The Land Group + The Food Group (Part 4 Clause 2.1) (Part 4 Clause 2.2) (Part 4 Clause 2.3)

Comparing: Comparing: The fair value of the assets to be acquired The fair value of the assets to be acquired with with Total consideration Total consideration

2.1 Appropriateness of the acquisition price of the Land Group’s shares In the acquisition of Casa Fico’s and Fena Park’s shares, the Company will issue new shares to the Seller instead of payment in cash, and issue a conditional corporate guarantee (PN-100) in which shall also bear compounded interest to the Seller as protection against loss of value of the consideration which Srichawla Group will receive under this transaction. Apart from the transfer of Casa Fico’s and Fena Park’s shares to the Company, the Company will accept the transfer of shareholders’ loans to Casa Fico and Fena Park, which were initially given by the Seller as the 50% shareholder, without consideration. The Company and the Seller have reached additional agreement, which is at the end of the period of five (5) years from the closing date of shares transfer according to the acquisition of shares in Casa Fico and Fena Park, if Casa Fico and/or Fena Park have not developed or sold the land owned by each respective company, the Company shall have the right within the exercise period of sixty (60) days (the “Exercise Period”) to sell to the vendor (“Put Option”), and the Seller agrees to buy, 50% shares in Casa Fico and/or 50% shares in Fena Park (as the case may be) at the total consideration of Baht 183,954,551 for 50% shares in Casa Fico, and Baht 64,545,449 for 50% shares in Fena Park. The payment will be made in cash within sixty (60) days after the date the Company exercises the Put Option. Before entering into the transaction in relation to the exercise of the Put Option, the Company will effect a retransfer of the loans, which the Seller has originally granted to the Land Group and subsequently assigned by the Seller to the Company without consideration as a result of the sale and purchase of shares in the Land Group to the Seller without consideration. If the Company chooses not to exercise its put option within the Exercise Period, the Put Option shall expire and the Seller shall be released from the obligation.

2.1.1 Comparing the fair value of the assets to be acquired and the fair value of the consideration (the Land Group) In consideration of the fair value of the assets to be acquired and the fair value of the consideration, CapAd has considered the consideration in 2 scenarios which are (1) the Company will pay P/N-100 at the capped amount of Baht 100 million and (2) the Company will pay P/N-100 at the minimum amount of Baht 0 million.

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CapAd has also taken into account the exercise of the Put Option at the end of the 5- year period. The IFA has compared the value of the assets to be sold back, which are Casa Fico’s and Fena Park’s shares, and the fair value of Casa Fico’s and Fena Park’s shares by estimating the book value of such shares at the end of the 5-year period. Comparison of the fair value of Casa Fico’s and Fena Park’s shares an the value of the consideration is as follows;

(a) Not exercise put option at the end of the 5-year period

% of No. of shares to Fair value of Fair value of the shareholding be acquired shares assets to be to be (million shares) (Baht/share) acquired acquired (%) (Baht million) Fair value of the assets to be acquired Ordinary shares of Casa Fico 50% 14.25 10.36 147.63 Ordinary shares of Fena Park 50% 5.00 8.85 44.25 Right on loans to Casa Fico 13.302/ Right on loans to Fena Park 22.162/ Total fair value of the assets to be acquired 227.34 No. of E shares to be issued as Adjusted Value of the a compensation Offering Price consideration (million shares) of E’s shares (Baht million) (Baht/share) The value of the considerations 1. Newly-issued ordinary shares 113.00 1.53 - 1.711/ 172.89 - 193.23 of the Company 2. Present value of P/N-1003/,5/ 0 – 63.29 3. Present value of the interest 14.24 payments on P/N-1004/,5/ Total value of the consideration concerning the acquisition of Casa Fico’s and 187.13 – 270.76 Fena Park’s shares Scenario 1: The Adjusted Offerring Price of E’s share is of Baht 1.53 per share. Fair value of the assets to be acquired higer (lower) than the value of the considerations – (23.08) – 40.21 No Exercise of Put Option Scenario 2: The Adjusted Offerring Price of E’s share is of Baht 1.71 per share. Fair value of the assets to be acquired higer (lower) than the value of the considerations – (43.42) – 19.87 No Exercise of Put Option Remark: 1/ Adjusted Offering Price of the Company’s shares at Baht 1.53 - 1.71 per share (Please see calculation in Part 4, Clause 1.3.7, page 109) 2/ Book value as of June 30, 2012 from the latest internal financial statements which was reviewed by a certified auditor approved by the SEC, without an auditor’s opinion and financial statements. 3/ The Company will issue a 3-year conditional corporate guarantee in the amount of Baht 100 million (P/N-100) to the Seller as protection against loss of value of the consideration which the Seller will receive under this transaction. (Please see term and conditions of P/N-100 in Part 1, Clause 1.3.1, page 15 - 16) 4/ P/N-100 shall be valid for a period of not exceeding 3 years and bear uncompounded interest at the rate of 7.5% per annum which is calculated on a monthly basis and accrues until the end of guarantee period. 5/ Discount rate or WACC of the Company of 16.47% per annum

(b) Excercise put option at the end of the 5-year period

In the case where the Company exercises the Put Option, the IFA calculated the value of the Put Option and estimated the losses that the Company will realise in year-1 to year-5 from the additional 50% investments in Casa Fico and Fena Park. Please see guideline for calculation below. In order to estimate the additional losses incurred from the additional 50% investments in Casa Fico and Fena Park, the IFA estimated the book values of Casa Fico and Fena Park at the end of year-5 (2017), and the net losses of Casa Fico and Fena Par in 2013 – 2560 as follows;

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Estimated the book value of Casa Fico and Fena Park at the end of year-5 (2017) (Unit: Baht million) Book 2010A 2011A 2012F 2013F 2014F 2015F 2016F 2017F Value Casa Fico 277.23 274.12 271.35 268.54 265.72 262.90 260.09 257.27 Fena Park 73.56 60.59 47.17 33.33 19.45 5.56 (8.32) (22.47) Remark: Based on historical data and annual payment on leasehold land of Fena Park, and assumed there shall be no development of a project on land and leasehold land of both companies and no significant change to both companies.

Estimated net losses of Casa Fico and Fena Park in 2013 – 2017 (Unit: Baht million) Net 2010A 2011A 2012F 2013F 2014F 2015F 2016F 2017F losses Casa Fico (2.08) (3.11) (2.77) (2.82) (2.82) (2.82) (2.82) (2.82) Fena Park (3.73) (12.96) (13.42) (13.84) (13.89) (13.89) (13.89) (14.15) Remark: Based on historical data and annual payment on leasehold land of Fena Park, and assumed there shall be no development of a project on land and leasehold land of both companies and no significant change to both companies.

Guideline for calculation of the value of the Put Option and recognition of losses in year 1 – 5

End of year 5 Present Expiration of the Put Option

Present - End of year 5 Exercise Put Option E will realized additional losses from 50% shareholding in The assets to be acquired Casa Fico and Cash from exercise of the Put Option Fena Park - 50% shareholding in Casa Fico 183.95 Baht million - 50% shareholding in Fena Park 64.55 Baht million 50% losses 2013 2014 2015 2016 2017 Total value of assets to be acquired 1/ 248.50 Baht million (1) Casa Fico (1.41) (1.41) (1.41) (1.41) (1.41) Baht million Fena Park (6.92) (6.94) (6.94) (6.94) (7.07) Baht million The assets to be disposed - Book value of 50% shareholding Present Value Discounted by in Casa Fico at the end of year 5 2/ 128.63 Baht million E's WACC - Book value of 50% shareholding Baht (27.09) million (A) of 16.47% p.a. in Fena Park at the end of year 5 2 / (11.24) Baht million - Right on the loans to Casa Fico 3 / 13.30 Baht million - Right on the loans to Fena Park 3 / 22.16 Baht million Discounted by Total value of the assets to be disposed 152.86 Baht million (2) Present Value E's WACC of Put Option of 16.47% p.a. Gain (loss) from exercise of the Put Option Baht 44.62 million (B) at the end of year 5 95.64 Baht million (1) - (2)

Present Value (A) + (B) Baht 17.54 million (A)+(B)

Remark: The IFA does not take into account the transaction cost associated with the transfer of Casa Fico’s and Fena Park’s shares and when there is an exercise of the Put Option. 1/ Fixed amount which is based on conditions of the Put Option. 2/ Estimated by the IFA. 3/ Loans to Casa Fico and Fena Park that will be transferred to the Company at the closing date and will be fixed amount. Thus, in the calculation, the IFA shall assumed loans amount and accrued interest as of June 30, 2012 derived from the latest internal financial statements which were reviewed by a certified auditor approved by the SEC (no reviewed financial statement has been issued).

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% of No. of shares to Fair value of Fair value of the shareholding be acquired shares assets to be to be (million shares) (Baht/share) acquired acquired (%) (Baht million) Fair value of the assets to be acquired Ordinary shares of Casa Fico 50% 14.25 10.36 147.63 Ordinary shares of Fena Park 50% 5.00 8.85 44.25 Right on loans to Casa Fico 13.302/ Right on loans to Fena Park 22.162/ Present value of realized losses (27.09)3/ during year 1-5 based on 50% shareholding in Casa Fico and Fena Park Present value of gain (loss) from 44.624/ exercise of the Put Option for Casa Fico’s shares and Fena Park’s shares within the exercise period of 5 years Total fair value of the assets to be acquired 244.88 No. of E shares to be issued as Adjusted Value of the a compensation Offering Price consideration (million shares) of E’s shares (Baht million) (Baht/share) The value of the considerations 1. Newly-issued ordinary shares 113.00 1.53 - 1.711/ 172.89 - 193.23 of the Company 2. Present value of P/N-1005/,7/ 0 – 63.29 3. Present value of the interest 14.24 payments on P/N-1004/,5/ Total value of the consideration concerning the acquisition of Casa Fico’s and 187.13 – 270.76 Fena Park’s shares Scenario 1: The Adjusted Offerring Price of E’s share is of Baht 1.53 per share. Fair value of the assets to be acquired higer (lower) than the value of the considerations – (5.55) - 57.75 Exercise of Put Option Scenario 2: The Adjusted Offerring Price of E’s share is of Baht 1.71 per share. Fair value of the assets to be acquired higer (lower) than the value of the considerations – (25.89) – 37.41 Exercise of Put Option Remark: 1/ Adjusted Offering Price of the Company’s shares at Baht 1.53 - 1.71 per share (Please see calculation in Part 4, Clause 1.3.7, page 109) 2/ Book value as of June 30, 2012 from the latest internal financial statements which was reviewed by a certified auditor approved by the SEC, without an auditor’s opinion and financial statements. 3/ Estimated additional losses from holding of 50% shareholding in Casa Fico and Fena Park in year 2013 – 2017 and discounted at 16.47% per annum. 4/ Gain from exercise of the Put Option to sell back 50% shareholding in Casa Fico at Baht 183.95 million is higher than the book value of Casa Fico at the end of year 5 which is estimated at Baht 128.63 million. The gain from exercise of the Put Option is discounted at 16.47% per annum. Gain from exercise of the Put Option to sell back 50% shareholding in Fena Park at Baht 64.55 million is higher than the book value of Fena Park at the end of year 5 which is estimated at Baht (11.24) million. The gain from exercise of the Put Option is discounted at 16.47% per annum. 5/ The Company will issue a 3-year conditional corporate guarantee in the amount of Baht 100 million (P/N-100) to the Seller as protection against loss of value of the consideration which the Seller will receive under this transaction. (Please see term and conditions of P/N-100 in Part 1, Clause 1.3.1, page 15 - 16) 6/ P/N-100 shall be valid for a period of not exceeding 3 years and bear uncompounded interest at the rate of 7.5% per annum which is calculated on a monthly basis and accrues until the end of guarantee period. 7/ Discount rate or WACC of the Company of 16.47% per annum

From above tables, comparing the fair value of the acquisition of Casa Fico’s and Fena Park’s shares, and the consideration concerning such acquisition by the issuance of newly-issued ordinary shares of the Company and P/N-100 including interest payment on P/N-100, as well as taken in to consideration of the exercise of the Put Option and no exercise of the Put Option. Summary of the comparison is as follows;

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Scenario 1: The Adjusted Offerring Price of E’s share is of Baht 1.53 per share.

The Company will gain (loss) from the acquisition of Casa Fico’s and Fena Park’s shares by Baht (23.08) - 57.75 million.

(Unit: Baht million) No exercise of the Put Option at Exercise of the Put Option at the end of year-5 the end of year-5 Fair value of the assets to be (23.08) - 40.21 (5.55) - 57.75 acquired is higher (lower) than the value of the compensation Summary (23.08) - 57.75

Scenario 2: The Adjusted Offerring Price of E’s share is of Baht 1.71 per share.

The Company will gain (loss) from the acquisition of Casa Fico’s and Fena Park’s shares by Baht (43.42) - 37.41 million.

(Unit: Baht million) No exercise of the Put Option at Exercise of the Put Option at the end of year-5 the end of year-5 Fair value of the assets to be (43.42) - 19.87 (25.89) - 37.41 acquired is higher (lower) than the value of the compensation Summary (43.42) - 37.41

2.1.2 Comparing the fair value of the consideration (the Land Group) (The Adjusted Offerring Price is higher than the fair value of E’s shares)

The Company will issue 113,000,000 shares with a par value of Baht 1.00 at the Adjusted Offerring Price of Baht 1.53 - 1.71 per share whereas the fair value of the Company’s share is of Baht 1.29 – 1.34 per share. Comparing the fair value and the Adjusted Offerring Price of the Company’s shares is as follows; 2.1.2.1 Adjusted Offering Price of E’s shares at Baht 1.53 per share

No. of E shares to The Adjusted Fair value of The Adjusted The Adjusted be issued as Offerring E’s shares Offerring Price is Offerring compensation for Price of E’s higher (lower) Price is the acquisition of shares than the fair higher (lower) Casa Fico’s and value of E’s than the fair Fena Park’s shares value of E’s shares shares (million shares) (Baht/share) (Baht/share) (Baht/share) (Baht million) Fair value of the compensation Newly-issued ordinary shres of the Company - Low price range 113.00 1.531/ 1.292/ 0.24 27.12 - High price range 113.00 1.531/ 1.342/ 0.19 21.47 Remark: 1/ Adjusted Offering Price of the Company’s shares at Baht 1.53 - 1.71 per share (Please see calculation in Part 4, Clause 1.3.7, page 109) 2/ Fair value of E’s shares is in the range of Baht 1.29 – 1.34 per share based on the Market Value Approach

Therefore, the Adjusted Offerring Price is higher than the fair value of E’s shares that shall be a benefit to the Company of Baht 21.47 – 27.12 million.

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2.1.2.2 Adjusted Offering Price of E’s shares at Baht 1.71 per share No. of E shares to The Adjusted Fair value of The Adjusted The Adjusted be issued as Offerring E’s shares Offerring Price is Offerring compensation for Price of E’s higher (lower) Price is the acquisition of shares than the fair higher (lower) Casa Fico’s and value of E’s than the fair Fena Park’s shares value of E’s shares shares (million shares) (Baht/share) (Baht/share) (Baht/share) (Baht million) Fair value of the compensation Newly-issued ordinary shres of the Company - Low price range 113.00 1.711/ 1.292/ 0.42 47.46 - High price range 113.00 1.711/ 1.342/ 0.37 41.81 Remark: 1/ Adjusted Offering Price of the Company’s shares at Baht 1.53 - 1.71 per share (Please see calculation in Part 4, Clause 1.3.7, page 109) 2/ Fair value of E’s shares is in the range of Baht 1.29 – 1.34 per share based on the Market Value Approach

Therefore, the Adjusted Offerring Price is higher than the fair value of E’s shares that shall be a benefit to the Company of Baht 41.81 – 47.46 million.

2.1.3 Summary of the appropriateness of the acquisition price of the Land Group (Clause 2.1.1 and Clause 2.1.2) In consideration of the appropriateness of the acquisition price of Casa Fico’s and Fena Park’s shares and the offering price of the Company’s shares as a compensation for the acquisition including P/N-100, the Company will gain (loss) totaling of Baht (1.61) – 84.87 million.

(1) (2) (1) + (2) The Land Group Fair value of the assets The Adjusted Offerring Net (Unit: Baht million) to be acquired is higher Price of E’s shares is (lower) than the value of higher (lower) than the consideration fair value of E’s shares (from Clause 2.1.1) (from Clause 2.1.2) Scenario 1: Adjusted Offering Price of E’s shares at Baht 1.53 per share (1.61) – 84.87 Total gain (loss) to the Company (23.08) - 57.75 21.47 - 27.12 (Same amount in Scenario 2: Adjusted Offering both scenarios) Price of E’s shares at Baht 1.71 per share Total gain (loss) to the Company (43.42) - 37.41 41.81 - 47.46

For the loans to Casa Fico and Fena Park of Baht 35.46 million (as of June 30, 2012)28 that the Seller will transfer to the Company, the repayments of such loans are uncertain due to the future performances of Casa Fico and Fena Park are also uncertain. However, if the Company exercised the Put Option, the Company will retransfer such loans amount to the Seller.

Therefore, the IFA is of the opinion that the acquisition prices of Casa Fico’s and Fena Park’s shares are inappropriate.

28 The actual loan amount will be finalized at the closing date.

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2.2 Appropriateness of the acquisition price concerning the Entire Business Transfer of the Food Group

Material assets in the Fico Foods that will be acquired are detailed as follows: (a) 10,000 shares with a par value of Baht 100.00 in Fenix Pizza Co., Ltd. (“Fenix Pizza”) held by Fico Foods, which are equal to 100.00% of its registered capital. Payment of these shares by the Company will be made in the form of 75,000,000 new ordinary shares from capital increase to be issued by the Company with a par value of Baht 1.00 each, at an issue price of Baht 1.75 per share, totalling Baht 131,250,000, instead of payment in cash; (b) 16,000 shares with a par value of Baht 100.00 in Fico Coffee Co., Ltd. (“Fico Coffee”) held by Fico Foods, which are equal to 80.00% of its registered capital. Payment of these shares by the Company will be made in the form of 75,000,000 new ordinary shares to be issued by the Company with a par value of Baht 1.00 each, at an issue price of Baht 1.75 per share, totalling Baht 131,250,000, instead of payment in cash; and (c) 34,000 shares with a par value of Baht 100.00 in Fenix Iron Fairies Co., Ltd. (“Fenix Iron Fairies”) held by Fico Foods, which are equal to 85.00% of its registered capital. Payment of those shares by the Company will be made in the form of (i) 90,000,000 new ordinary shares to be issued by the Company with a par value of Baht 1.00 each, at an issue price of Baht 1.75 per share, totalling Baht 157,500,000 and (ii) the Promissory Note with a principal amount of up to Baht 57,500,000 and a maturity date of 3 years from the completion date of transaction and bears an interest rate of 7.5% per annum (payable on a monthly basis) resulting in an aggregate amount of Baht 70,437,500; and (d) Cash payment of not exceeding Baht 14,000,000

2.2.1 Comparing the fair value of the assets to be acquired and the fair value of the consideration (the Food Group)

Material assets in the Fico Foods are investments in Fico Coffee, Fenix Pizza, and Fenix Iron Fairies, above mentioned. In addition, concerning the Entire Business Transfer of Fico Foods, the Company will accept the assets and liabilities of Fico Foods as well as the assignment of loans to Fenix Iron Fairies from the Seller. Fair value of Fico Coffee’s, Fenix Pizza’s and Fenix Iron Fairies’ shares and the consideration can be summarized as follows;

% of No. of Fair value of shares Fair value of the shareholding shares to (Baht/share) assets to be to be be acquired acquired acquired (%) (mn shares) (Baht million) Fair value of the assets to be acquired Ordinary shares of Fico Coffee 80% 16,000 4,003.29 – 6,261.591/ 64.05 – 100.19 Ordinary shares of Fenix Pizza 100% 10,000 9,825.65 – 15,437.901/ 98.26 – 154.38 Ordinary shares of Fenix Iron 85% 34,000 6,733.20 – 7,435.331/ 228.93 – 252.80 Fairies Net assets value of Fico Foods2/ 27.09 Assignment of loans to Fenix 8.00 Iron Fairies3/ Total fair value of the assets to be acquired 426.33 – 542.46 No. of E shares to be Adjusted Offering Value of the issued as a compensation Price of E’s shares consideration for the EBT of Fico Foods (million shares) (Baht/share) (Baht million) The value of the considerations 1. Newly-issued ordinary 240.00 1.53 - 1.714/ 367.20 – 410.40 shares of the Company 2. Present value of P/N-57.5 46.55 and interest expenses5/ 3. Cash 14.00 Total value of the consideration concerning the acquisition of the Food Group 427.75 - 470.95

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Scenario 1: The Adjusted Offerring Price of E’s share is of Baht 1.53 per share. Fair value of the assets to be acquired higer (lower) than the value of the considerations (1.42) – 114.71 Scenario 2: The Adjusted Offerring Price of E’s share is of Baht 1.71 per share. Fair value of the assets to be acquired higer (lower) than the value of the considerations (44.62) – 71.51 Remark: 1/ Fair values of Fico Coffee, Fenix Pizza, and Fenix Iron Fairies are derived from the Discounted Cash Flow Approach. 2/ Adjusted book value of Fico Foods after adjustement of investment in Fico Coffee was of Baht 27.59 million based on the financial statement as of June 30, 2012 from the latest financial statements which was reviewed by a certified auditor who is not in the approved list of the SEC. 3/ Loans to Fenix Iron Fairies granted by the Seller that will be transferred to the Company. 4/ Adjusted Offering Price of the Company’s shares at Baht 1.53 - 1.71 per share (Please see calculation in Part 4, Clause 1.3.7, page 109). 5/ Baht 57,500,000 in a promissory note which has a maturity date of 3 years from the completion date of the acquisition (P/N-57.5) and acceptance of shares and the Entire Business Transfer and bears an interest rate of 7.5% per annum (payable on a monthly basis), of which shall be discounted with the Company’s WACC of 16.47% per annum.

From above tables, comparing the fair value of the EBT of the Food Group, and the consideration concerning such acquisition by the issuance of newly-issue shares of the Company, P/N-57.5, and cash payment. Summary of the comparison is as follows;

Scenario 1: The Adjusted Offerring Price of E’s share is of Baht 1.53 per share.

The Company will gain (loss) from the EBT of the Food Group by Baht (1.42) – 114.71 million.

Scenario 2: The Adjusted Offerring Price of E’s share is of Baht 1.71 per share.

The Company will gain (loss) from the EBT of the Food Group by Baht (44.62) – 71.51 million.

2.2.2 Comparing the fair value of the consideration (the Food Group) (The Adjusted Offerring Price is higher than the fair value of E’s shares)

Fair value of the assets to be acquired from the EBT of the Food Group is summarized as follows; The Company will issue 240,000,000 shares with a par value of Baht 1.00 at the Adjusted Offerring Price of Baht 1.53 - 1.71 per share whereas the fair value of the Company’s share is of Baht 1.29 – 1.34 per share. Comparing the fair value and the Adjusted Offerring Price of the Company’s shares is summarized as follows; 2.2.2.1 Adjusted Offering Price of E’s shares at Baht 1.53 per share

No. of E shares to The Fair value of The adjusted The Adjusted be issued as Adjusted E’s shares offering price is Offerring Price is compensation for Offerring higher (lower) higher (lower) the EBT of Fico Price of E’s than the fair than the fair Foods shares value of E’s value of E’s shares shares (million shares) (Baht/share) (Baht/share) (Baht/share) (Baht million) Fair value of the compensation Newly-issued ordinary shres of the Company - Low price range 240.00 1.531/ 1.29* 0.24 57.60 - High price range 240.00 1.531/ 1.34* 0.19 45.60 Remark: 1/ Adjusted Offering Price of the Company’s shares at Baht 1.53 - 1.71 per share (Please see calculation in Part 4, Clause 1.3.7, page 109). 2/ Fair value of E’s shares is in the range of Baht 1.29 – 1.34 per share based on the Market Value Approach.

Therefore, the Adjusted Offerring Price is higher than the fair value of E’s shares that shall be a benefit to the Company of Baht 45.60 – 57.60 million.

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2.2.2.2 Adjusted Offering Price of E’s shares at Baht 1.71 per share

No. of E shares to The Fair value of The adjusted The Adjusted be issued as Adjusted E’s shares offering price is Offerring Price is compensation for Offerring higher (lower) higher (lower) the EBT of Fico Price of E’s than the fair than the fair Foods shares value of E’s value of E’s shares shares (million shares) (Baht/share) (Baht/share) (Baht/share) (Baht million) Fair value of the compensation Newly-issued ordinary shres of the Company - Low price range 240.00 1.711/ 1.29* 0.42 100.80 - High price range 240.00 1.711/ 1.34* 0.37 88.80 Remark: 1/ Adjusted Offering Price of the Company’s shares at Baht 1.53 - 1.71 per share (Please see calculation in Part 4, Clause 1.3.7, page 109). 2/ Fair value of E’s shares is in the range of Baht 1.29 – 1.34 per share based on the Market Value Approach.

Therefore, the Adjusted Offerring Price is higher than the fair value of E’s shares that shall be a benefit to the Company of Baht 88.80 – 100.80 million.

2.2.3 Summary of the appropriateness of the acquisition price concerning the Entire Business Transfer of the Food Group (Clasue 2.2.1 and Clause 2.2.2) Conclusively, considering the appropriateness of the acquisition price concerning the EBT of the Foods Group and the Adjusted Offerring Price of the Company’s shares as a consideration for such acquisition including cash payment and P/N-57.5, the Company will gain totaling of Baht 44.18 – 172.31 million.

(1) (2) (1) + (2) The Food Group Fair value of the assets The Adjusted Offerring Net (Unit: Baht million) to be acquired is higher Price of E’s shares is (lower) than the value of higher (lower) than the consideration fair value of E’s shares (from Clause 2.2.1) (from Clause 2.2.2) Scenario 1: Adjusted Offering Price of E’s shares at Baht 1.53 per share 44.18 – 172.31 Total gain (loss) to the Company (1.42) – 114.71 45.60 – 57.60 (Same amount in Scenario 2: Adjusted Offering both scenarios) Price of E’s shares at Baht 1.71 per share Total gain (loss) to the Company (44.62) – 71.51 88.80 – 100.80

Therefore, the IFA is of the opinion that the acquisition price concerning the Entire Business Transfer of the Food Group is appropriate. However, there is the risk associated with the net value of Fico Foods and the value of loans to Fenix Iron Fairies totaling of Baht 35.59 million (as of June 30, 2012) due to majorities of Fico Foods’ assets are loans to Fico Coffee, Fenix Pizza, and Fenix Iron Fairies, which are uncertain that those companies will be able to repay the loans and when they can repay. However, it is expected that after starting their business operation, those 3 companies should be able to repay such loans in the future because the loans that will be transfer is of Baht 35.59 million only.

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2.3 Conclusion of Appropriateness of the acquisition price of the Land Group and the acquisition price concerning the Entire Business Transfer of the Food Group (Clause 2.1.3 and Clause 2.2.3) (The Land Group and the Food Group)

Conclusively, on the acquisition and the acceptance of the Entire Business Transfer of Fico’s associates consisted of the Land Group and the Food Group, the Company is required to acquire both the Land Group and the Food Group, and the Company cannot cherry pick to acquire only individual group. Therefore, to consider the benefits from both transactions, the Company will gain totaling of Baht 42.57 – 257.18 million.

Therefore, the IFA is of the opinion that the acquisition price of Casa Fico’s and Fena Park’s shares (the Land Group) and the accquistion price concerning the Entire Business Transfer of the Food Group are appropriate.

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3. Appropriateness of the current and future related-party transactions From 247-7 has mentioned about the related-party transactions. Therefore, the IFA has considered the appropriateness of the related-party transactions Casa Fico, Fena Park, and the subsidiaries of Fico Foods have already entered or are going to enter into the agreements with Fico Group. The future related-party transactions will not be considered due to insufficient information at the present.

3.1 Repayment of the P/N-100 of not exceeding Baht 100 million with the accrued interests of 7.5% p.a. in the next 3 years

Transaction size of P/N-100 and 3-yr interest expenses = 100+(100*7.5%*3yrs) = Baht 122.50 million. Parties Objective of Appropriateness of the transaction Appropriateness of the price P/N-100 - The Company To protect against P/N-100 is as protection against loss Guarantee amount of Baht 100 million (Issuer of loss of value of the of value of the consideration which The Company shall pay P/N-100 in the P/N-100) consideration Srichawla Group will receive under next 3 years for Baht 0 – 100 million. - Srichawla this transaction. This is considered as (The payment of P/N-100 may be prior to Group (Holder a guarantee against the share value of the maturity of the P/N-100 if the land of P/N-100) the Company to be not less than Baht and/or leasehold land of Casa Fico and 2.00 per shares in the next 3 years. Fena Park can be sold prior to the end of The issuance of P/N-100 shall be a year-3) negative effect on the Company due If the Company has to pay capped to the share price of the Company amount of P/N-100, the Company may depends on many factors as well as encounter a liquidity problem. (Please external factors that are see more detail in Part 2, Clause 2.2 (3), uncontrollable, i.e. investment page 42) atmosphere, economic conditions, Therefore, the guarantee amount is too domestic and international politics. high, and the term of P/N-100 is Consequently, the share price of the uncertain whereas the maximum term of Company may not be as expected. 3 years is too short. Therefore, the P/N- 100 is inappropriate. Therefore, the issuance of P/N-100 is inappropriate. Interest rate on P/N-100 is of 7.5% p.a. The interest rate is close to average MLR of commercial banks in Thailand and lower than the WACC of the Company. Therefore, the interest rate is appropriate. Conclusion P/N-100 is inappropriate. Remark: Although the P/N-100 is a part of the total consideration for the acquisition of assets and EBT of the affiliates of Fico, the guarantee amount payable under the P/N-100 is based on the future price of the Company’s shares, which is considered as the guarantee agaist the share price of the Company in the future for the benefit to Srichawla Group. However, the legal counsel of the Company and the IFA could not find any law, rule and requlation that restrict such action.

3.2 Repayment of the P/N-57.5 of not exceeding Baht 57.5 million with the accrued interests of 7.5% p.a. in the next 3 years

Transaction size of P/N-57.5 and 3-yr interest expenses = 57.5+(57.5*7.5%*3yrs) = Baht 70.44 million. Parties Objective of Appropriateness of the transaction Appropriateness of the price P/N-57.5 - The Company To be a part of the The issuance of P/N-57.5 will help Amount of Baht 57.5 million (Issuer of total consideration extended the payment of a part of total The Company shall pay P/N-57.5 in the P/N-57.5) for the acquisition consideration to another 3 years, next 3 years for Baht 57.5 million. Given - Srichawla of assets and EBT which shall benefit to the Company that the Company can extend the Group (Holder of the Food Group and alleviate the current liquidity payment to another 3 years. , the of P/N-57.5) problem of the Company. payment amount of Baht 57.5 million is acceptable. Therefore, the issuance of P/N-57.5 is Therefore, the payment amount of P/N- appropriate. 57.5 is appropriate.

Interest rate on P/N-57.5 is of 7.5% p.a. The interest rate is close to average MLR of commercial banks in Thailand and lower than the WACC of the Company. Therefore, the interest rate is appropriate. Conclusion P/N-57.5 is appropriate.

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3.3 Promissory note as an operational guarantee of Fenix Iron Fairies of up to Baht 30 million per year in EBITDA for each of the fiscal years 2013 and 2014 (“P/N-EBITDA”)

Parties Objective of Appropriateness of the transaction Appropriateness of the price P/N-EBITDA - Fena Asset To provide an P/N-EBITDA will help lower risk of the Operational guarantee on EBITDA of (Issuer of operational Company concerning the financial Baht 30 million per year P/N-EBITDA) guarantee on performance of Fenix Iron Fairies and Based on the financial forecast of the - The Company EBITDA of Fenix benefit to the Company directly. IFA, EBITDA of Fenix Iron Fairies in (Holder of Iron Fairies of up to 2013 and 2014 will be lower than Baht P/N-EBITDA) Baht 30 million per Therefore, the issuance of P/N- 30 million by Baht 3.29 million and Baht year for each of the EBITDA is appropriate. 1.55 million, respectively. Hence, the fiscal years 2013 Company will earn conpensation on such and 2014 shortfall amounts.

Acceptance for P/N-EBITDA as an operational guarantee on EBITDA of Fenix Iron Fairies of up to Baht 30 million per year given by Fena Asset is appropriate.

Term of the operational guarantee on EBITDA The first two-year term (2013 – 2014) of the operational guarantee on EBITDA after the completion of this transaction is appropriate, due to it is the period that the Company starts to take control of Fenix Iron Fairies, and there is risk concerning the performance of the 2 new restaurants of Fenix Iron Fairies that launched in 2012. However, after the first two-year period, the Company should be able to gain sufficient experience to continue the business. Conclusion P/N-EBITDA is appropriate.

3.4 Right to sell back 50% of Casa Fico’s and Fena Park’s shares to the Seller Group in the next 5 years (Put Option)

Parties Objective of Appropriateness of the transaction Appropriateness of the price Put Option - Srichawla Put option gives the Put Option will guarantee that the Guarantee amount of Baht 248.5 million Group (Issuer Company the right Company will get back the The guarantee amount of Baht 248.5 of Put Option) to sell 50% of Casa investments in total of Baht 248.5 million is derived from Baht 226 million - The Company Fico’s shares million if Casa Fico and Fena Park (from the calculation of P/N-100 based (Holder of Put and/or 50% of Fena cannot generate returns to the on the share price of Baht 2.00 per Option) Park’s shares to Company within 5 years. If Casa Fico share) and Baht 22.5 million (interest on the Seller Group in and Fena Park can sell the land and P/N-100). the next 5 years, if leasehold land owned by each The amount that will be received from Casa Fico and respective, the Company has no the exercise of Put Option can Fena Park have not obligation to share such profits to compensate to (a) the consideration that developed or sold Srichawla Group. the Company will pay for the acquisition the land and of the Land Group, (b) additional losses leasehold land Therefore, holding of the Put Option is that the Company will recognize from owned by each considered a downside protection to holding additional shares in the Land respective. The the Company concerning the Group, and (c) interest expense on P/N- Company shall acquisition of the Land Group, and is 100. However, such guarantee amount is have the right appropriate. insufficient to compensate for the the within the exercise obligation on P/N-100 if the Company period of 60 days has pay, and the carrying cost of holding after then end of Put Option throughout 5-year period. the period of 5 (Please see more detail in Part 2, Clause years from the 2.2 (10), page 47). closing date at the Therefore, the amount from exercise of total consideration Put Option is inappropriate. of Baht 183,954,551 for 5-year term of the Put Option Casa Fico’s shares Term of Put Option is too long due to the and Baht Company will have to realize additional 64,545,449 for losses from additional investment in the Fena Park’s Land Group in the next 5 years, and hold shares. The the idle assets that do not generate

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Parties Objective of Appropriateness of the transaction Appropriateness of the price Put Option payment will be revenue for 5 years. Therefore, the term made in cash within of Put Option is inappropriate. 60 days after the date on which the Settlement and payment period of Put Company exercises Option the Put Option. The payment will be made in cash within 60 days after the date on which the Company exercises Put Option, which is appropriate due to the settlement will be in cash for the whole amount and the payment period is not too long after exercise date. Conclusion Put Option is inappropriate.

3.5 Management Service a) Management Service Agreements between Fena Asset as the service provider and Casa Fico / Fena Park as the client

At present, there are services agreements and/or consultancy service agreements between Fena Asset and Casa Fico / Fena Park summarized as connected transactions prior to this transaction. Nevertheless, these agreements shall be terminated if the Company’s shareholders approve this transaction.

b) Drafted Management Service Agreements between Fena Asset as the service provider and Fico Coffee / Fenix Pizza / Fenix Iron Fairies as the client to be executed after the Company’s shareholders approve this transaction

Transaction size = Baht 100,000 /month * 12 months * 10 years * 3 agreements = Baht 36 million

Transaction Parties Agreement Fee Appropriateness of the transaction Date Management - Fico Coffee (Client) Pending Baht 100,000 The IFA is of the opinion that the related services1/,2/ - Fena Asset Co., Ltd. per month transactions are appropriate due to the (Service provider) Company has no sufficient personnel, Management - Fenix Pizza (Client) Pending Baht 100,000 experience, and supporting system to services1/ - Fena Asset Co., Ltd. per month manage food and beverage business. (Service provider) Therefore, support from Fico Group, who Management - Fenix Iron Fairies Pending Baht 100,000 has experience in managing food services1/,2/ (Client) per month business, is necessary. - Fena Asset Co., Ltd. However, in term of pricing, the IFA could (Service provider) not find suitable compable transaction due to most of consulting/management fees are charged based on different scope of services and there is no publicly disclosed market price for the similar services. However, the IFA views that theses service fees payable to Fena Asset are not too high comparing to the benefits that will gain. Therefore, the price of this connected transaction is acceptable. Remark: Please see more details of each agreement in Attachments. 1/ Drafted Management Service Agreements between Fena Asset as the service provider and Fico Coffee / Fenix Pizza / Fenix Iron Fairies as the client to be executed after the Company’s shareholders approve this transaction. 2 Before this transaction, the Management Service Agreement with Fico Coffee has a compensation of Baht 200,000 per month, and 4 Management Service Agreements with Fenix Iron Fairies (5 outlets) have a total compensation of Baht 62,500 per month. These current Management Service Agreements shall be terminated and replaced by the new agreements as specified in the table above if the Company’s shareholders approve this transaction.

3.6 Lease Fee and Lease Service Fee

Transaction sizes of the 8 transactions below are as follows;

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1) Transaction 1) = Baht 11,518/month * 12 months = Baht 138,21629 2) Transaction 2) = Baht 11,518/month * 12 months = Baht 138,216 3) Transaction 3) = Baht 44,400/month * 12 months = Baht 1,598,400 4) Transaction 4) = Baht 102,300/month * 12 months = Baht 3,682,800 5) Transaction 5) = Baht 317,500/month * 12 months = Baht 11,430,000 6) Transaction 6) = Baht 190,500/month * 12 months = Baht 6,858,000 7) Transaction 7) = Baht 75,000/month * 12 months = Baht 2,700,000 8) Transaction 8) = (Baht 150,000/month * 12 months) + (Baht 175,000/month * 12 months) + (Baht 200,000/month * 12 months) = Baht 6,300,000 Total transaction size (8 transactions) = Baht 32,845,632

Transaction Parties Lease period Lease area Fee Appropriateness of the transaction 1) Office lease - Casa Fico 1 year (May1, 17.72 Baht 650 The IFA is of the opinion that the and lease (Tenant) 2012 – April Sq.m. /sq.m./month related transactions are services - B&G Park Co., 30, 2013) with (Total lease and appropriate and having Ltd. (Landloard) option to lease services fees conditions indifferent from renew for 1 of Baht 11,518 per entering into same transaction (Interchange additional month) with a non-related party due to 21 Building on th term of 3 the Landloard also offers the 25 Floor) years or more same rates to other tenants which is in the range of Baht 650 – 850 /sq.m./month. Comparing - Fena Park 1 year (May1, 17.72 Baht 650 2) Office lease these transactions with office (Tenant) 2012 – April Sq.m. /sq.m./month and lease space lease rates in nearby office - B&G Park Co., 30, 2013) with (Total lease and services buildings and close to BTS, the Ltd. (Landloard) option to lease services fees office space lease fees of such renew for 1 of Baht 11,518 per buildings are in the range of Baht (Interchange additional month) 21 Building on 650 - 875 /sq.m./month. th term of 3 25 Floor) years or more

3) Building and - Fico Coffee 3 years (June 296 sq.m. Baht 150 The IFA is of the opinion that the warehouse (Tenant) 1, 2012 – May /sq.m./month related transactions are lease fee - Fico Housing 30, 2015) (Total lease fee of appropriate. Comparing the lease Co., Ltd. Baht 44,000 per fee of the building and (Landloard) month) warehouse located in nearby (Building and areas, the lease fee of those warehouse on building and warehouse is the Soi Sukhumvit range of Baht 100 – 700 71) /sq.m./month depended on conditions of the building and - Fenix Pizza 3 years (June 544 sq.m. Office space at 4) Building and warehouse including location. warehouse (Tenant) 1, 2012 – May (consisted Baht 150 lease fee - Fico Housing 30, 2015) of office /sq.m./month Co., Ltd. space of Warehouse space (Landloard) 122 sq.m. at Baht 200 (Building and and /sq.m./month warehouse on warehouse (Total lease fee of Soi Sukhumvit of 422 Baht 102,300 per 71) sq.m.) month)

5) Lease and - Fico Coffee 3 years 127 sq.m. Baht 2,000 The IFA is of the opinion that the lease services (Tenant) (December 1, /sq.m./month related transactions are - Fena Property 2012 – (Total lease and appropriate and having (Holiday Inn Co., Ltd. November 30, lease services fees conditions in different from (Landloard) 2015) of Baht 254,000 entering into same transaction Sukhumvit) per month) with non-related parties. Deposit of Baht Comparing these transactions 762,000 (3 months) with the lease agreements that Fico Coffee has done with Central World and Siam Paragon - Fenix Pizza 3 years 127 sq.m. Baht 2,000 6) Lease and Department Store, the minimum (Tenant) (December 1, /sq.m./month lease services lease and lease services fees are - Fena Property 2012 – (Total lease and in the range of Baht 2,250 – Co., Ltd. November 30, lease services fees (Holiday Inn 3,200 /sq.m./month (Landloard) 2015) of Baht 254,000 In addition, comparing these Sukhumvit) per month) transactions with the lease

29 Transaction size calculated by the Company was derived from the lease fee of Baht 4,607.20/month and the lease service fee of Baht 6,910.80/month plus 7% VAT only on the lease service fee, totaling of Baht 12,001.76/month * 12 months based on the agreement = Baht 144,021.12.

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Transaction Parties Lease period Lease area Fee Appropriateness of the transaction Deposit of Baht agreements that Fenix Iron 762,000 (3 months) Fairies has done with Seenspace Co., Ltd., the lease fees of such areas are in the range of Baht 1,200 – 1,650 / sq.m. / month, excluding service fees that will charge based on actual usage. 7) Lease and - Fico Coffee 3 years 17.1 sq.m. Baht 4,386 The IFA is of the opinion that the lease services (Tenant) (Both parties /sq.m./month related transactions are - B&G Park Co., have not yet (Total lease and appropriate due to the price on (Lobby at Ltd. entered into lease services fees the Letter of Offer is indifferent (Landloard) an agreement. of Baht 75,000 per from the rate that the Landloard Interchange 21 There is only month) offers to other tenants which is in Building for the Letter of the range of Baht 3,000 – 6,000 Kiosk) Offer.) /sq.m./month. In addition, comparing this rate with small retail space lease rates (kiosk) in nearby buildings and close to BTS, the retail rate of those building is not less than Baht 3,000 /sq.m./month depended on location of the space.

However, the opinion of the IFA mentioned above is based only on the Letter of Offer derived from the Landloard. If there shall be any changes in terms & conditions from the Letter of Offer in the executed agreements in the futures, the IFA’s opinion will be changed accordingly. 8) Lease and - Fenix Silom 3 years 350 sq.m. Year 1 Baht The IFA is of the opinion that the lease services (Tenant) (Both parties 150,000 related transactions are - Fena Holding have not yet (or Baht appropriate due to the price on (Novotel Co., Ltd. entered into 429/sq.m./month) the Letter of Offer is acceptable (Landloard) an agreement. Year 2 Baht and not too high, which is in the Bangkok Fenix There is only 175,000 range of Baht 429 – 571 Silom Hotel, the Letter of (or Baht 500 /sq.m./month, comparing to the Floor B) Offer.) /sq.m./month) lease fee at Holiday Inn Year 3 Baht Sukhumvit 22. 200,000 (or Baht 571 However, the opinion of the IFA /sq.m./month) mentioned above is based only on the Letter of Offer derived from the Landloard. If there shall be any changes in terms & conditions from the Letter of Offer in the executed agreements in the futures, the IFA’s opinion will be changed accordingly.

The IFA is of the opinion that to enter into a related trasaction in the future, the Company should comply with related rules and regulations specified in the Securities and Exchange Act and in other relevant notifications, as well as deligate the Audit Committee to ensure the fairness of the related-party transactions.

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Part 5: Conclusion

By considering the objectives and the necessity of entering into the transaction, even the investment in food business is necessary and complied with the objective and the current business direction of the Company, however the investment condition is required the Company to purchase 50% of total paid-up shares of Casa Fico and Fena Park, which the Company has already invested in the portion of 42.50% since 2007. Additionally, as of June 30, 2012, the Company has also provided Baht 35.46 million loans to those two companies (including accrued interest) and has not yet received any return from such investment and any principal repayment and interest payment from loans to those two companies since 2007. At present, Casa Fico and Fena Park have no definite plan regarding the project development or disposal of freehold and leasehold lands held for development. In case that both companies shall develop the high-end real estate project and 5-star hotel, which is required capital up to billions, it will cause a materially change in the Company’s revenue structure in the future (this means that the size of real estate business will be larger than the size of food business) and the Company will be exposed to the nature and risk of high-end real estate business and 5-star hotel as adversely affected the shareholders of the Company over the past 5 years. The management of the Company recognized such risk and therefore changed the business direction to operate the budget hotels with lessen impacts from the external factors in the last 2-3 years. Furthermore, the additional investment in Casa Fico and Fena Park, which has not obviously generated the Company’s revenue in the future, has the transaction size (including P/N-100 amount in case of full payment of Baht 100 million) of 37.57% of the Company’s total consolidated assets as of June 30, 2012 which is considerably very significant. As a result, by receiving the EBT from Fico Foods as well as additionally acquiring shares of Casa Fico and Fena Park are viewed as entering into the transaction which contradicts to the objective and current business direction of the Company. The independent financial advisor (“IFA”) cannot analyze in details of how the additional investment in Casa and Fena Park will benefit the Company in the future due the Company and Srichawla Group mutually consider and have opinions that it should delay such project. Therefore, the Company does not disclose the business plan, timeframe, capital investment, financing plan, and return on investment in projects of Casa and Fena Park in the document of the Company, Form 247-7, as well as information from the interviews with managements of the Company and Fico Group. Though Srichawla Group has offered the Put Option to sell back shares at the maturity date of 5 years in case that Casa Fico and Fena Park have not yet develop its freehold and leasehold lands within 5 year, which is the guarantee for the Company that the acquisition of such assets will not worthless, after considering the selling price according to Put Option and purchasing cost including carrying cost of the investment for 5 years, Put Option has lower value than purchasing cost including carrying cost (Please see details in Part 2, Clause 2.2 (10), page 47 and Part 4, Clause 2.1.1 (b), page 116). In addition, the condition of payment for the consideration, that the Company will issue 353,000,000 newly-issued ordinary shares at the offering price of Baht 1.75, which is higher than the market price (the market price of the weighted average price of the Company's shares traded on the MAI 15 consecutive trading days preceding the date on which the BOD’s meeting resolved to approve this transaction No. 3/2012 held on August 14, 2012, which is equal to Baht 1.29), the Company will issue not exceeding Baht 100 million P/N-100 with the maturity period of not exceeding 3 years for Srichawla Group to guarantee the decrease of consideration value received by Srichawla Group for the acquisition of Land Group (It is to guarantee that the Company’s share price will not lower than Baht 2.00 per share at the end of 3rd year). It has a chance that the Company has to pay maximum Baht 100 million for such P/N-100, since the Company’s share price is depended on many factors including uncontrollable external factors such as investment situation, economic situation, political situation in Thailand and other countries, causing the share price to fluctuate and is not as expected. Hence, such guarantee does not benefit the Company. Therefore, additional investment in Casa Fico and Fena Park does not provide maximum benefits to the Company. After considering the advantages of the transactions, CapAd is of the view that if the Company takes the food business as its new business, the Company will have a business with growth potential, not-heavy upfront investment, steady cash flow, lesser effect from the external factors comparing to the high-end real estate business and 5-star hotel as well as the Company will become the owner of global-brand franchise rights, namely Domino’s Pizza and The Coffee Bean & Tea Leaf. However, after comparing to the disadvantages and risks of the transactions such as the businesses of Fico Coffee and Fenix Pizza are only in the start-up stage and may have risks from the future operation, which their revenues and profit may not be as expected. In addition, it requires high capital investment in expanding stores/outlets for more than Baht 900 million in the next 5 years (from

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The fair value of 50% shareholding in Casa Fico and Fena Park derived from the same approach was equivalent to Baht 147.63 million and Baht 44.25 million, respectively.  The fair value of Fico Coffee’s shares derived from the Discounted Cash Flow Approach was equivalent to Baht 4,003.29 – 6,261.59 per share. The fair value of 80% shareholding in Fico Coffee derived from the same approach was equivalent to Baht 64.05 – 100.19 million.  The fair value of Fenix Pizza’s shares derived from the Discounted Cash Flow Approach was equivalent to Baht 9,825.65 – 15,437.90 per share. The fair value of 100% shareholding in Fenix Pizza derived from the same approach was equivalent to Baht 98.26 – 154.38 million.  The fair value of Fenix Iron Fairies’s shares derived from the Discounted Cash Flow Approach was equivalent to Baht 6,733.20 – 7,435.33 per share. The fair value of 85% shareholding in Fenix Iron Fairies derived from the same approach was equivalent to Baht 228.93 – 252.80 million.  The fair value of the Company’s shares derived from the Market Value Approach was equivalent to Baht 1.29 – 1.34 per share.

Guideline that the IFA has compared the fair value of acquired assets and consideration is as follows:

The Land Group The Food Group The Land Group + The Food Group (Part 4 Clause 2.1) (Part 4 Clause 2.2) (Part 4 Clause 2.3)

Comparing: Comparing: The fair value of the assets to be acquired The fair value of the assets to be acquired with with Total consideration Total consideration

For the consideration of prices and conditions of the current connected transactions (excluding the agreements, which will be terminated)

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(The existing agreements which are 2 Management Service Agreements between Fena Asset and Casa Fico / Fena Park, 2 Consultancy Agreements between Fena Asset and Casa Fico / Fena Park, 1 Management Service Agreement between Fena Asset and Fico Coffee, and 4 Management Service Agreements between Fena Asset and 5 restuarants of Fenix Iron Fairies will be terminated after E’s EGM approved these transactions.)  Not exceeding Baht 100,000,000 promissory note with the maturity period of not exceeding 3 years offered to Srichawla Group as the guarantee that the Company’s share price will not lower than Baht 2.00 per share during the next 3 years is inappropriate due to it does not benefits the Company and the conditions are not appropriate. (Transaction size is Baht 122.50 million.)  Not exceeding Baht 57,500,000 promissory note with the maturity period of 3 years offered to Srichawla Group is appropriate due to it extents the part of payment for the consideration to Srichawla Group for 3 years, which benefits the Company and help the company not to have liquidity problem with appropriate conditions. (Transaction size is Baht 77.40 million.)  The promissory note issued by Fena Asset in order to guarantee EBITDA of Fenix Iron Fairies for the amount of Baht 30 million per year for 2013 and 2014 is inappropriate due to it reduces business risk of Fenix Iron Fairies and benefits the Company directly with the appropriate conditions.  Put Option issued by Srichawla Group for the Company is considered benefit to the Company due to it will be able to receive cash return from Srichawla Group from the exercise of Put Option to sell back 50% of Casa Fico and Fena Park purchased in this transaction to Srichawla Group at the end of 5th year at Baht 248.50 million (excluding P/N-100). However, Put Option cannot compensate Carrying Cost of the amount of sell back such shares. Hence, the Company will have loss and some conditions are not appropriate. Therefore, Put Option is inappropriate.  Management Agreements between Fena Asset and Fico Coffee, Fenix Pizza and Fenix Iron Fairies (totaling of 3 agreements) are necessary for the Company to operate food business. However, the IFA could not find suitable compable transaction due to most of consulting/management fees are charged based on different scope of services and there is no publicly disclosed market price for the similar services. However, the IFA views that theses service fees payable to Fena Asset are not too high (Baht 100,000/month/agreement) comparing to the benefits that will gain. Therefore, the price of this connected transaction is acceptable. (Transaction size is Baht 36 million, 10 years term, 3 agreements for 3 companies.)  Lease Agreements and Service Agreements between Fico Group and Casa Fico, Fena Park, Fico Coffee, Fenix Pizza, Fenix Iron Fairies and Fenix Silom (10 agreements and 2 Letters of Offer) contained general conditions are appropriate due to they are in the ranges of market prices and do not differ from the conditions that Fico Group entered the transactions with the external parties. (Total transaction size is Baht 32.85 million.) Please see details in Part 4, Clause 3, page 124 - 128, Attachments, and transaction size calculation in Part 1, Clause 1.4, page 24 - 25 of this report.

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Independent Financial Advisor’s Opinion -TRANSLATION- Evolution Capital Plc.

0.01 per unit with the exercise ratio of 1 unit of E-W2 for 1 ordinary share at the exercise price of Baht 2 per share. (RO is offerred together with E-W2) 5) Whitewash of Srichawla group for acquiring not exceeding 353 million shares or equal to not exceeding 33.72% of total registered and paid-up capital after the PP. In case of the shareholders’ meeting approves the assets acquisitions, connected transactions, and Whitewash transaction, the Independent Financial Advisor recommends the Company’s audit committee to carefully consider, audit, and approve the current and future connected transactions with Srichawla group, including the conflict of interest which may cause from doing a competing business in the future (Please see more details in Form 247-7 and Part 3, Clause 1.8, page 61 in this report).

However, the final decision shall be at own discretionary of the shareholders. The shareholders should consider the information in the notice to the shareholders’ meeting and its enclosures before making the decision.

CapAd 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, Capital Advantage Co., Ltd.

-Patchara Netsuwan-

(Mr. Patchara Netsuwan) Managing Director

Capital Advantage Co., Ltd. Page 132/132

Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited

Appendix 1

Business Overview and Operating Results of Evolution Capital Plc.

1. Company Profile

1.1. Company Background

Evolution Capital Public Co., Ltd. (the “Company” or “E”) was founded in 1999 as a digital communications business for internet and mobile phone users. The Company set up www.siam2you.com to deliver information to internet users and to capitalize on the number of visitors by selling space on the site to advertisers. The Company also set up wap.siam2you.com, a WAP (Wireless Application Protocol) site designed to deliver information to mobile phone handsets.

In 2001, the Company foresaw the opportunity which arose from the growth of mobile phone utilization in Thailand and expanded its business to include wireless Value Added Services (VAS), namely the selling of various types of multimedia content (images, audio clips/ring tones, video clips, etc.) to mobile phone users. Additionally, the Company provided consultancy and development services (Termed Interactive Solutions) to both governmental and private organizations in order to create additional channels through which each client can communicate to their respective customer bases using a combination of internet and wireless technologies and well thought-out marketing campaigns.

In 2007, the Company changed its shareholding structure, its organizational structure, and its financial structure and began its expansion into property-related businesses such as development and advisory services. It also began capitalizing on synergies between the existing digital media platform and the Company’s new business areas. After building relationship with various stakeholders, especially investors in Asia, Europe, and America for more than three years, in 2011, the Company has expanded its business into private equity investment services and hospitality-related asset management.

The global financial crisis in 2008 and Thailand’s continuous political unrest undermined the Company’s development and advisory services in property-related business as most of the projects were in hospitality sector which were negatively hit by the factors mentioned above. However, one of the Company’s private equity hospitality investments, Red Planet Hotels (www.redplanethotels.com), which develops budget hotels under a franchise agreement with Tune Hotels (www.tunehotels.com) in Thailand, the Philippines, Indonesia, China, and Bangladesh, has made significant progress in successfully rolling out its business plan.

In September 2011, the Company successfully acquired a 25% stake in Solaris Asset Management Co., Ltd. (www.solarisfunds.com). This is a strategic acquisition in order to grow the Company’s business into investment funds under a fully licensed asset management structure. In 2011, the Company signed a number of contracts to provide advisory services in relation in investment banking and hospitality development services. These businesses streams create revenues which offset diminishing revenues from luxury hospitality development and advisory services.

1.2. Business Overview

Prior to May 2007, the Company’s business focused solely on telecommunications and related services. These comprised of three main areas, namely (i) wireless value added services, (ii) interactive solutions, and (iii) audiotex services. Through wireless value added services (wireless VAS) the Company provided, aggregated, and developed content and applications (Premium and Basic) which were delivered to end-users via the mobile phone network operated by AIS, DTAC, and True Move in addition to their regular services. Revenue from this service came from revenue shared with mobile phone network operators as specified in agreements between the Company and mobile phone network operators. The interactive solutions business involved consultations and recommendations for web design, online brand building, and corporate image enhancement provided to the Company’s clients. Revenue from this business came from fees which were based on the clients’ entire project expenses. In the audiotex business, the Company provided and developed content and applications for voice services which were delivered through both fixed lines and mobile

Attachment 1 Page 1 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited phones. These services allowed the users to have alternative simple ways to access content that was customized to their lifestyles. These services were categorized as information downloads, chatting, voting, and content downloads. Audiotex revenue came directly from service charges collected from end-users on either a per-time or on a subscription basis.

After the sale of the major shareholders’ stake to a group of new investors in May 2007, the new management team created an integrated property platform unique to Thailand. The Company was positioned to provide advisory services and invest directly in real estate projects with an emphasis on, but not limited to, the hospitality and residential sectors. With new businesses, the Company’s revenue structure would be enhanced and diversified. The existing resources would be fully utilized. The new management team and executive directors brought in by the new shareholders possessed a broad range of experience in the real estate and hospitality sectors and an optimal combination of disciplines. However, with negative effects from global financial crisis and Thailand’s continuous political unrest, the business did not go as planned. Hospitality sector was one of the most affected. Therefore, investments were halted. With existing expertise and experience, the Company diverted its effort to private equity investment both direct investment and advisory services, focusing on small projects that are scalable and have high growth potential.

1.3. Business Operations

1.3.1. Property Services a) Property development advisory services

The Company provides advisory services in relation to real estate development, especially in the hospitality and residential property sectors. These services include, but are not limited to, project identification, carrying out due diligence, market studies, feasibility studies, financial analysis, capital structuring, project management, master planning, conceptual design, sales and marketing, development and project management, and advising on operational strategies. The core target group for this service is foreign investors seeking to invest in Thailand with capable local partners. This group of investors demands high quality services at international standards to ensure that their investments will be successful. In addition, local investors and developers are constantly looking for co-investors or capital providers. The Company also assists in the process of identifying, evaluating and selecting such partners.

The revenue from this service depends on the scope of services and the complexity of assignments. However, services are normally charged as a percentage of the project value over the period of services. b) Property development/investment

The Company does not plan to focus on pure property development as its main business and major source of income. The Company will not become a conventional property developer, but rather shall continue to evaluate direct investments in property projects where such investments present unique opportunities for the Company.

The Company intends to focus on hospitality development, in particular under Red Planet Hotels, and opportunistically provide advisory services to prime CBD Bangkok mixed-use development sites.

1.3.2. Media Services a) Wireless Value Added Services

The Company provides, aggregates, and develops two types of wireless VAS for mobile phones: Premium Content and Basic Content which are delivered by mobile phone operators in addition to their regular services. These value-added services allow mobile phone users to move beyond simple interpersonal communication when using their phones. Through wireless VAS, mobile phone users can receive information, news, and entertainment. Revenue from this service comes from revenue shared with mobile phone network operators as specified in agreements between the Company and mobile phone network operators.

Attachment 1 Page 2 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited b) Interactive Media Services

As Wireless Value Added Services reaches maturity, the Company will seek new technologies that can better satisfy needs of the end client. In 2009 the Company acquired a cutting edge interactive media technology that performed much better than those available in the market at that time. With the basic technology acquired, the Company developed different applications so that it could better respond to client requirements. Currently, the Company has two types of client base, the first being direct clients who are end users of interactive media services, and the second group being event organizers and media agencies who incorporate certain services into their client packages.

1.3.3. Private Equity Services a) Investment Banking Services

With its expertise in managing investments, the Company provides advisory services to clients who have limited capacity or capability in certain areas in relation to their investments. These areas include capital raising/structuring by way of both equity and loans, financial feasibility studies, investment concept planning, deal structuring, and commercial agreement negotiations. Investment banking services have high potential for growth as there are many companies/investors who have a good grasp of their business plan but lack certain skills which are necessary to make their investment successful. The revenue from these services is mostly a combination of retainer and success fees. b) Investment Management Services

This service is an expanded version of investment banking services. The Company provides a full range of services associated with investments made by clients. Essentially, the Company becomes the local investment manager for clients who have their own funds and clear investment mandates.

1.3.4. Direct Investments

One of the strategies for business expansion is to make direct investments in businesses that can provide the potential of strong revenue growth for the Company. These investments are carefully considered and selected. These investments typically provide opportunities for the Company to invest in a broader range of businesses. Key investments of this type which the Company has made include Red Planet Hotels Limited (“RPHL”), Solaris Asset Management Co., Ltd. (“SAM”) (formerly Seamico Asset Management Co., Ltd.), and PhotoMe.com Limited (PhotoMe).

RPHL is a company which develops budget hotels under the “Tune Hotels” brand in five countries namely Thailand, the Philippines, Indonesia, China, and Bangladesh. Currently the Company owns 16.85% of RPHL. SAM is a fully licensed asset management company under the Thai Securities and Exchange Commission (SEC). The Company currently owns 25% of SAM. PhotoMe is a joint venture in which the Company owns 51%. PhotoMe provides social-based online photo booth which clients use to promote their products/services while collecting information from consumers for marketing and/or research purposes.

1.4. Summary of Shareholding Structure within the Group of Companies (as of June 30, 2012)

Registered Paid-up Company Type of % of Registered Address Capital Capital (Registration Number) Business Ownership (Baht) (Baht) 1. Evolution Capital Public Unit 1912, 19th Flr, 999/9 Development 1,l041,000,000 694,000,000 - Company Limited The Offices at Centralworld, and Asset (0107546000415) Rama I Road, Pathumwan, Management Bangkok 10330 services Tel : 0-2207-2900 Fax : 0-2207-2929 E-mail : [email protected] Website : www.evolution.co.th Subsidiaries 1. Addax Development Unit 1912, 19th Flr, 999/9 Property 80,000,000 80,000,000 100% Co., Ltd. The Offices at Centralworld, Development (0105549142561) Rama I Road, Pathumwan, Bangkok 10330

Attachment 1 Page 3 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited

Registered Paid-up Company Type of % of Registered Address Capital Capital (Registration Number) Business Ownership (Baht) (Baht) 2. Evolution Land Unit 1912, 19th Flr, 999/9 Investment 229,107,500 229,107,500 100% Co., Ltd. The Offices at Centralworld, in Real Estate (0105550103680) Rama I Road, Pathumwan, Bangkok 10330 3. Monster Media Co., Ltd. Unit 1707, 17th Flr, 999/9 The Multimedia 10,000,000 10,000,000 100% (0105550089946) Offices at Centralworld, Provider Rama I Road, Pathumwan, Bangkok 10330 4. Evolution Advisors Limited 89 Nexus Way Camana Bay Investment 50,000 46,160 100% (205720) Grand Cayman KY1-9007 Advisory (USD) (USD) Cayman Islands 5. Evolution Holdings Limited 113, 2nd Floor, Medine Holding 4,675,000 4,675,000 100% (081787) Mews, Company (USD) (USD) Chaussee Street, Port Louis, Mauritius 6. Evolution Ventures Unit 1901, 19th Flr, 999/9 The Investment in 10,000,000 10,000,000 100% Co., Ltd. (previous Offices at Centralworld, Marketable name “Spire Real Estate”) Rama I Road, Pathumwan, Securities (0105551131555) Bangkok 10330 7. Evolution Investments 89 Nexus Way Camana Bay Investment 50,000 5,700 100% Limited (previous name Grand Cayman KY1-9007 Holding (USD) (USD) “EKT Advisors”) Cayman Islands Company (229379) 8. IQtrip.com Co., Ltd. Unit 1902, 19th Flr,999/9 Online Travel 3,000,000 750,000 100% (Dissolved on Dec 30, 2011) The Offices at Centralworld, Booking (0105553116634) Rama I Road, Pathumwan, Services Bangkok 10330 9. Evolution Energy Pte. Ltd. 100 Beach Road Energy Trading 5,000 5,000 100% (201129170N) # 25-06, Shaw Towers, and Related (SGD) (SGD) Singapore Logistic Affiliates 1. Casa Fico Co., Ltd. 10th Floor, Fico Place Residential 285,000,000 285,000,000 42.5% (0105550050799) Building, Real Estate 18/8 Sukhumvit 21 (Asoke), Development Klongtoey-Nua Sub-District, Wattana District, Bangkok 10110 2. Fena Park Co., Ltd. 10th Floor, Fico Place Hotel Real 100,000,000 100,000,000 42.5% (0105549116277) Building, Estate 18/8 Sukhumvit 21 (Asoke), Development Klongtoey-Nua Sub-District, Wattana District, Bangkok 10110 3. Andaman Beach Residences Unit 1912, 19th Flr, 999/9 Hotel Real 10,000,000 10,000,000 51% Co., Ltd. The Offices at Centralworld, Estate (0105551106224) Rama I Road, Pathumwan, Development Bangkok 10330 4. Phang Nga Hotel Co., Ltd. Unit 1912, 19th Flr, 999/9 Hotel Real 10,000,000 10,000,000 51% (0105551106241) The Offices at Centralworld, Estate Rama I Road, Pathumwan, Development Bangkok 10330 5. Red Planet Hotels (Thailand) Unit 1912, 19th Flr, 999/9 Hotel Real 7,000,000 7,000,000 50.09% Co., Ltd. The Offices at Centralworld, Estate (0105552090666) Rama I Road, Pathumwan, Development Bangkok 10330 6. Red Planet Hotels Two Unit 1912, 19th Flr, 999/9 Hotel Real 10,000,000 10,000,000 51% (Thailand) Co., Ltd. The Offices at Centralworld, Estate (0105554007065) Rama I Road, Pathumwan, Development Bangkok 10330 7. Red Planet Hotels Three Unit 1912, 19th Flr, 999/9 Hotel Real 8,000,000 8,000,000 51% (Thailand) Co., Ltd. The Offices at Centralworld, Estate (0105554014291) Rama I Road, Pathumwan, Development Bangkok 10330 8. Red Planet Hotels Four Unit 1912, 19th Flr, 999/9 Hotel Real 100,000 100,000 51% (Thailand) Co., Ltd. The Offices at Centralworld, Estate (0105554019926) Rama I Road, Pathumwan, Development Bangkok 10330 9. Red Planet Hotels Five Unit 1912, 19th Flr, 999/9 Hotel Real 100,000 100,000 51% (Thailand) Co., Ltd. The Offices at Centralworld, Estate (0105554073521) Rama I Road, Pathumwan, Development Bangkok 10330 10. Red Planet Hotels Limited 89 Nexus Way Camana Bay Holding 50,000 7,416.40 23.07% (237030) Grand Cayman KY1-9007 Company (USD) (USD) (16.85% as Cayman Islands and Hotel of Management September Services 29, 2012)

Attachment 1 Page 4 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited

Registered Paid-up Company Type of % of Registered Address Capital Capital (Registration Number) Business Ownership (Baht) (Baht) 11. Solaris Asset Management 287 Liberty Square Building, Mutual, 152,000,000 152,000,000 25% Co., Ltd. 8th Floor, Silom Road, Private and (0105549077166) Bangrak, Bangkok Provident Fund Management 12. Beanstar Japan Holdings 89 Nexus Way, Camana Bay, Investment 50,000 0.01 100% Limited Grand Cayman, KY1-9007, Holding (USD) (USD) (263771) Cayman Islands Company Joint Ventures 1. PhotoME.com Co., Ltd. Unit 1707, 17th Flr, 999/9 Interactive 10,000,000 10,000,000 51% (0105554051528) The Offices at Centralworld, Media Rama I Road, Pathumwan, Services Bangkok 10330 2. PhotoME.com K. K. 22-10-201, Toranomon 3 Out of home 10,000,000 10,000,000 51% (010104-01-097213) choume, Minato-Ku, Tokyo, Media (JPY) (JPY) Japan Services

Structure of the Group of Companies can be summarized as follows:

Source: The Company (as at September 29, 2012)

Remarks:  Name of the companies in the dash-lined box are that of the companies which will be acquired within October 2012.  Name of the companies in the dark navy blue box are that of the companies which has stopped its operation or is to be divested.

Attachment 1 Page 5 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited

 Name of the country stated at the bottom right of each box is the country company is registered (TH = Thailand, HK = Hong Kong)

Evolution Capital : Evolution Capital Public Company Limited Evolution Land : Evolution Land Co., Ltd. Andaman Beach Residences : Andaman Beach Residences Co., Ltd. Phang Nga Hotel : Phang Nga Hotel Co., Ltd. Casa Fico : Casa Fico Co., Ltd. Fena Park : Fena Park Co., Ltd. Monster Media : Monster Media Co., Ltd. Photome.com : Photome.com Limited Photome.com K.K. : Photome.com K.K. Evolution Holdings : Evolution Holdings Limited Evolution Advisors : Evolution Advisors Limited Evolution Energy : Evolution Energy Pte. Ltd. Evolution Investments : Evolution Investments Limited Sweetstar Holdings : Sweetstar Holdings Limited Sweetstar K.K. : Sweetstar K.K. CGI Cambodia : CGI Cambodia Limited CGI Indochina : CGI Indochina Limited Tune Hotels : Tune Hotels Sdn Bhd Red Planet Hotels : Red Planet Hotels Limited Red Planet Holdings Thailand : Red Planet Holdings Thailand Co., Ltd. Red Planet Hotels (Thailand) : Red Planet Hotels (Thailand) Co., Ltd. Red Planet Hotels Two (Thailand) : Red Planet Hotels Two (Thailand) Co., Ltd. Red Planet Hotels Three (Thailand) : Red Planet Hotels Three (Thailand) Co., Ltd. Red Planet Hotels Four (Thailand) : Red Planet Hotels Four (Thailand) Co., Ltd. Red Planet Hotels Five (Thailand) : Red Planet Hotels Five (Thailand) Co., Ltd. Red Planet Holdings Indonesia : Red Planet Holdings Indonesia Limited Indonesia SPVs : Many SPVs in Indonesia. Each one owns one Tune Hotel in Indonesia. Indonesia Local Partner : The Company’s co-investors in Indonesia Philippines SPVs : Red Planet Hotels Philippines Corporation and many SPVs Red Planet Holdings Bangladesh : Red Planet Holdings Bangladesh Limited Bangladesh SPVs : Many SPVs in Bangladesh. Each one owns one Tune Hotel in Bangladesh Red Planet Holding China : Red Planet Holdings China Limited China SPVs : Many SPVs in China. Each one owns one Tune Hotel in China Evolution Ventures : Evolution Ventures Limited Seamico : Seamico Securities Public Company Limited Solaris Asset Management : Solaris Asset Management Co., Ltd. KT-ZMICO Securities : KT-ZMICO Securities Co., Ltd.

1.5. Revenue Structure

The Company’s income from sales and services was generated from three sources: 1.5.1. Property advisory services and investment services 1.5.2. Digital media and creative media services 1.5.3. Revenue from sales

Details regarding income from services classified by segment, from 2009 to 1H/2012, are as follows:

2009 2010 2011 1H/2012 Type of Service Baht Baht % % Baht ‘000 % Baht ‘000 % ‘000 ‘000 Property advisory and investment 119,327 75.6% 229,415 72.2% 126,930 49.8% 57,535 54.3% services Digital media and creative media 15,224 9.6% 16,348 5.1% 30,672 12.0% 18,072 17.1% services Revenue from sales - 0.0% 5,052 1.6% 913 0.4% 645 0.6% Total revenue from sales and 134,552 85.3% 250,815 78.9% 158,516 62.2% 76,252 72.0% services Other revenues (excl. share of 23,254 14.7% 67,070 21.1% 96,372 37.8% 29,684 28.0% profits(losses) from affiliates) Total revenue 157,805 100.0% 317,886 100.0% 254,888 100.0% 105,936 100.0% Source: The Company

Attachment 1 Page 6 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited

2. Capital Structure

As at March 16, 2012, the Company has its registered Baht 1,041 million consisting of 1,041 million shares with a par value of Baht 1 each. The Company has its paid-up capital of Baht 694 million consisting of fully paid-up share totaling 694 million shares at a par value of 1 each.

Details of top 10 shareholders as at August 30, 2012 are summarized as follows:

% of No. Shareholders No. of Shares Shareholding 1. Goldman Sachs Group 126,190,600 18.18% Goldman Sachs International 111,500,000 16.07% Goldman Sachs & Co 14,690,600 2.12% 2. MGP Hazel (Mauritius) No. 1 Limited 106,708,400 15.38% 3. Thai NVDR Co., Ltd. 82,418,837 11.88% 4. Miss Kedsuda Tissapak 39,700,000 5.72% 5. Gerovich Group 24,633,700 3.55% Mr. Simon Morris Gerovich 23,125,900 3.33% Mrs. Celia Gerovich 1,507,800 0.22% 6. Mr. Colin Carl Baker 21,374,000 3.08% 7. Thailand Securities Depository Co., Ltd. 13,975,100 2.01% 8. Banque Morval Et Cie S.A. 9,309,700 1.34% 9. Mr. Thaweechat Jurangkul 8,400,000 1.21% 10. Chase C.S. Central Nominees Limited 11 7,849,900 1.13% Subtotal 440,560,237 63.48% Others 253,439,763 36.52% Grand Total 694,000,000 100.00% Source: Thailand Securities Depository Co., Ltd.

3. Board of Directors as at October 3, 2012 are summarized as follows:

No. Name Position 1 Mr. Krit Srichawla 1/ Chairman of the Board 2 Mr. Simon Morris Gerovich Director / Managing Director and CEO 3 Mr. Mark Michael Reinecke Director / CEO - Investment 4 Mr. Amorn Srichawla 1/ Director 5 Mr. Sanjay Singh 1/ Director 6 Mr. Hugh Andrew Director 7 Mr. Witit Sujjapong Chairman of the Audit Committee 8 Mr. Krish Detter Audit Committee 9 Mr. Viroj Tangjetanaporn2/ Audit Committee Source: Form 247-7 and the Company’s Affidavit Remarks: 1/ Directors who are representatives of Srichawla Group 2/ A member of the Audit Committee who is nominated by Srichawla Group

4. Financials

4.1. Summary of Financial Statements for the fiscal year 2009 – 2011 and for the first 6 months of 2012

Balance Sheet

2009 2010 2011 Jun 30, 2012 (Baht thousands) Amount % Amount % Amount % Amount % Assets Current Assets Cash and cash equivalents 54,056 10.45% 133,388 14.85% 18,160 2.00% 44,883 5.27% Deposit at financial institution - 0.00% - 0.00% - 0.00% 37,387 4.39% Trade and other receivables 6,549 1.27% 7,858 0.87% 12,425 1.37% 10,456 1.23% Accrued income 10,940 2.11% 17,502 1.95% 19,385 2.14% 10,044 1.18% Amounts due from and advance to related companies 464 0.09% 290 0.03% - 0.00% - 0.00%

Attachment 1 Page 7 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited

2009 2010 2011 Jun 30, 2012 (Baht thousands) Amount % Amount % Amount % Amount % Advance for share subscription - 0.00% - 0.00% 6,060 0.67% - 0.00% Inventories 38 0.01% - 0.00% - 0.00% - 0.00% Investment in marketable securities - 0.00% 27,369 3.05% - 0.00% - 0.00% Short-term loans to related parties 12,313 2.38% 25,619 2.85% 36,374 4.01% 40,219 4.72% Other current assets 3,473 0.67% 4,515 0.50% 4,238 0.47% 4,377 0.51% Total current assets 87,832 16.98% 216,541 24.11% 96,642 10.66% 147,366 17.29% Non-current assets Deposits with financial institutions used as collateral - 0.00% 200 0.02% - 0.00% - 0.00% Business guarantee deposits - 0.00% 25,000 2.78% 36,863 4.07% - 0.00% Available-for-sales investments - 0.00% 10,071 1.12% 17,480 1.93% 30,940 3.63% Investments in affiliates 165,842 32.06% 394,627 43.93% 514,459 56.75% 519,296 60.92% Interest in joint ventures 500 0.10% - 0.00% 4,269 0.47% 2,994 0.35% Project development cost in progress 87,253 16.87% 85,712 9.54% 79,287 8.75% - 0.00% Investment properties 59,377 11.48% 59,404 6.61% 59,404 6.55% 59,404 6.97% Equipments 23,828 4.61% 18,430 2.05% 16,163 1.78% 14,225 1.67% Intangible assets 5,999 1.16% 3,901 0.43% 2,407 0.27% 1,771 0.21% Leasehold right of lands 77,943 15.07% 75,194 8.37% 72,446 7.99% 71,076 8.34% Other non-current assets 8,738 1.69% 9,139 1.02% 7,115 0.78% 5,369 0.63% Total non-current assets 429,478 83.02% 681,677 75.89% 809,893 89.34% 705,075 82.71% Total assets 517,311 100.00% 898,218 100.00% 906,535 100.00% 852,441 100.00% Liabilities and shareholders’ equity Liabilities Current liabilities Trade and other payables 2,698 0.52% 2,860 0.32% 10,575 1.17% 6,845 0.80% Construction payable 895 0.17% 711 0.08% - 0.00% - 0.00% Warrant subscription payable - 0.00% 39,001 4.34% - 0.00% - 0.00% Current portion of long-term loans from financial institutions 87 0.02% 56,400 6.28% 20,000 2.21% 20,000 2.35% Amount due to brokers - 0.00% 6,536 0.73% - 0.00% - 0.00% Short-term borrowings 12,500 2.42% 6,386 0.71% 15,593 1.72% 1,631 0.19% Advance received from clients 2,694 0.52% 3,430 0.38% - 0.00% - 0.00% Other current liabilities 5,376 1.04% 6,487 0.72% 3,114 0.34% 1,813 0.21% Total current liabilities 24,251 4.69% 121,810 13.56% 49,282 5.44% 30,289 3.55% Non-current Liabilities - - Long-term loans 36 0.01% - 0.00% 65,000 7.17% 50,000 5.87% Loans from related parties - 0.00% - 0.00% - 0.00% 16,610 1.95% Employee benefits 2,500 0.48% - 0.00% 2,701 0.30% 2,923 0.34% Total non-current liabilities 2,536 0.49% - 0.00% 67,701 7.47% 69,533 8.16% Total Liabilities 26,787 5.18% 121,810 13.56% 116,983 12.90% 99,822 11.71% Shareholders’ equity Registered capital 1,041,000 201.23% 1,041,000 115.90% 1,041,000 114.83% 1,041,000 122.12% Paid-up capital 521,366 100.78% 694,000 77.26% 694,000 76.56% 694,000 81.41% Capital surplus 212,779 41.13% 212,779 23.69% 212,779 23.47% 212,779 24.96% Warrants - 0.00% 34,700 3.86% 34,700 3.83% 34,700 4.07% Retained earnings (losses)  Legal reserve 2,661 0.51% 2,661 0.30% 2,661 0.29% 2,661 0.31%  Unappropriated (249,115) -48.16% (162,398) -18.08% (148,401) -16.37% (195,753) -22.96% Other components of equity 143 0.03% (5,334) -0.59% (6,187) -0.68% 4,232 0.50% Total parent's shareholders’ equity 487,834 94.30% 776,408 86.44% 789,552 87.10% 752,619 88.29% Minority interests 2,690 0.52% - 0.00% - 0.00% - 0.00% Total shareholders’ equity 490,524 94.82% 776,408 86.44% 789,552 87.10% 752,619 88.29% Total liabilities and shareholder’s equity 517,311 100.00% 898,218 100.00% 906,535 100.00% 852,441 100.00%

Income Statements

2009 2010 2011 1H/2012 (Baht thousands) Amount % Amount % Amount % Amount % Revenue from sales and services Revenue from sales - 0.00% 5,052 2.01% 913 0.58% 645 0.85% Service income – digital media 15,224 11.31% 16,348 6.52% 30,672 19.35% 18,072 23.70% Advisory income 119,327 88.69% 34,291 13.67% 52,113 32.88% 13,110 17.19% Investment services income - 0.00% 195,125 77.80% 74,817 47.20% 44,425 58.26% Total revenue from sales and services 134,552 100.00% 250,815 100.00% 158,516 100.00% 76,252 100.00% Cost of sales and services Cost of sales - 0.00% (4,708) -1.88% (475) -0.30% (220) -0.29% Cost of services – digital media (12,806) -9.52% (12,935) -5.16% (19,458) -12.27% (12,796) -16.78% Cost of advisory (40,575) -30.16% (18,619) -7.42% (15,780) -9.96% (7,508) -9.85% Total cost of sales and services (53,381) -39.67% (36,261) -14.46% (35,713) -22.53% (20,524) -26.92% Gross profit 81,171 60.33% 214,554 85.54% 122,802 77.47% 55,728 73.08% Selling and administrative expenses

Attachment 1 Page 8 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited

2009 2010 2011 1H/2012 (Baht thousands) Amount % Amount % Amount % Amount % Selling expenses (1,582) -1.18% (541) -0.22% (131) -0.08% (265) -0.35% Administrative expenses (93,117) -69.20% (142,297) -56.73% (134,594) -84.91% (79,580) -104.36% Total selling and administrative expenses (94,699) -70.38% (142,838) -56.95% (134,725) -84.99% (79,845) -104.71% Operating profit (13,528) -10.05% 71,716 28.59% (11,923) -7.52% (24,117) -31.63% Other incomes Management income 4,108 3.05% 40,205 16.03% 60,433 38.12% 21,836 28.64% Interest income 1,069 0.79% 2,440 0.97% 3,431 2.16% 1,869 2.45% Other income 18,077 13.43% 24,425 9.74% 32,509 20.51% 5,979 7.84% Share of profit (loss) from investments in associates (8,072) -6.00% (51,715) -20.62% (59,549) -37.57% (50,069) -65.66% Total other income 15,181 11.28% 15,356 6.12% 36,824 23.23% (20,385) -26.73% Earnings before interest and tax 1,653 1.23% 87,071 34.72% 24,901 15.71% (44,502) -58.36% Financial cost (3) 0.00% (1,296) -0.52% (5,719) -3.61% (2,850) -3.74% Earnings before tax 1,651 1.23% 85,775 34.20% 19,183 12.10% (47,352) -62.10% Corporate tax - 0.00% - 0.00% - 0.00% - 0.00% Profit (loss) for the period 1,651 1.23% 85,775 34.20% 19,183 12.10% (47,352) -62.10%

Statements of Cash Flow

(Baht thousands) 2009 2010 2011 1H/2012 Cash flow from operating activities (19,480) (63,274) (35,784) (977) Cash flow from investing activities (27,484) (124,575) (117,652) 39,987 Cash flow from financing activities 12,379 256,843 37,593 (12,524) Net changes in cash (37,860) 80,039 (115,843) 26,486 Beginning cash 91,756 54,056 133,388 18,160 Ending cash 54,056 133,388 18,160 44,883

Key Financial Ratios

2009 2010 2011 1H/2012 Liquidity ratio 3.62 1.78 1.96 4.87 Gross profit margin 60.33% 85.54% 77.47% 73.08% Net profit margin 2.07% 27.28% 7.53% -44.70% Return on equity (ROE) 0.67% 13.72% 2.45% -6.14% Return on assets (ROA) 0.62% 12.25% 2.13% -5.38% Debt to equity ratio (D/E Ratio) 0.05 0.16 0.15 0.13

4.2. Management Discussion and Analysis

Operating Performance Overview

In 2011 the Company‘s net profit amounted to Baht 19.2 million, a decrease of 67.5 million, or 78% from 2010. This was mainly due to lower investment services income performed for Red Planet Hotels Limited in 2011. Other Revenue was largely contributed from the Company’s asset management and development management business lines, as well as the Company’s interactive media solution and internet based services business.

The Company recorded net losses of Baht 47.3 million in the first 6 months of 2012. Net losses increased from the same period of the previous year because of its recognition of losses in subsidiaries and losses sharing from affiliates.

Operating Results Analysis

Revenues

In 2010, total revenue was booked at Baht 317.9 million, increasing significantly from Baht 157.8 million in 2009, or increasing by Baht 160.1 million, mainly due to increasing in revenue from a new business line, budget hotel developer Red Planet Hotels. In 2010 revenue from property development advisory services fell, due to the suspension of a client’s luxury resort development project.

In 2011, total revenue fell to Baht 254.9 million, a decrease of Baht 63 million or 19.8%. This was mainly due to a decrease from investment services performed for Red Planet Hotels. However, revenue from asset management, financial advisory services, interactive media services, and

Attachment 1 Page 9 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited management service income were higher due to sustainable growth in the core business lines and an increase in the number of advisory clients.

For the first 6 months of 2012, the Company booked total revenue at Baht 105.9 million, a decrease of Baht 33.5 million from the same period of the previous year. Such decrease was mainly caused by reduction in property advisory services from a cancellation of advisory contract with one securities brokerage.

Revenue from Sales and Services

Sales and service income is generated from three major sources: (1) Business Advisory services, Investments, and Property Development consulting services; and (2) Digital Media and Creative Media services, while (3) revenue from sales had minimal contributions and could be negligible. In 2009, total revenues from sales and services amounted at Baht 134.6 million, Baht 250.8 million, Baht 158.5 million, and Baht 76.3 million in 2009, 2010, 2011, and 1H/2012, respectively. a) Revenue from property advisory and investment services

The Company began to provide property advisory services by the end of 2007, and revenues in this category consistently grew to Baht 119.3 million or 75.6% of total revenues in 2009. Although the political issues in Thailand in 2009 caused revenue from property advisory services down drastically from a key client suspending its development of luxury resort, such decrease was offset by a rocket high rising in revenue from investment services as a result of creating and developing an investment platform in Red Planet Hotels – budget hotels under Tune Hotels brand.

As a result of the floods in Thailand in the second half of 2011, revenues in this category for the year fell significantly to Baht 126.9 million, or 44.7% lower than in 2010.

Revenue from property advisory and investment services for the first 6 months of 2012 was recorded at Baht 57.5 million. Revenue from Red Planet Hotels totaling of Baht 44.4 million is the major component of this revenue category of the period. b) Revenues from digital media (mobile phone VAS) and creative media services

Revenue in this category was relatively stable in 2009 and 2010 where it was recorded at Baht 15.2 million and Baht 16.3 million respectively, due to high competition among VAS providers. However, in 2011, revenues from digital media and creative media services was booked at Baht 30.7 million or the increase of 87.6% from 2010, due to significantly increase revenue from creative media services which was booked at Baht 21.2 million in the period.

For the first 6 months of 2012, the Company had revenue in this category of Baht 18.1 million, of which Baht 13.6 million came from creative media services.

Cost of Service, Sales, and Administrative Expenses

Details of cost of sales and services and selling and administrative expenses for the year 2009 – 2011 and for the first 6 months of 2012 can be summarized as follows:

2009 2010 2011 1H/2012 Type of Service (Baht thousands) Amount %1/ Amount %1/ Amount %1/ Amount %1/ Cost of advisory and investment services 40,575 30.2% 18,619 7.4% 15,780 10.0% 7,508 9.8% Cost of services - digital media 12,806 9.5% 12,935 5.2% 19,458 12.3% 12,796 16.8% Cost of sales - 0.0% 4,708 1.9% 475 0.3% 220 0.3% Total cost of sales and services 53,381 39.7% 36,261 14.5% 35,713 22.5% 20,524 26.9% Selling and administrative expenses 94,699 70.4% 142,838 56.9% 134,725 85.0% 79,845 104.7% Remark: 1/ Percentage of total revenue from sales and services

During 2009 – 1H/2012 cost of sales and services amounted to Baht 53.4 million, Baht 36.4 million, Baht 35.7 million and Baht 20.5 million, or 39.7%, 14.5%, 22.5% and 26.9% of total revenues from sales and services, respectively. Decreasing in percentage in 2010 was due to high growth in revenue

Attachment 1 Page 10 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited from advisory and investment service whose gross margin is a lot higher than other revenue categories, whilst increasing in percentage in 2011 was due to shrinking of advisory and investment services (higher margin) but in the same time rising in revenue from services – digital media (lower margin). Cost of sales and services in 1H/2012 increased mainly due to the increase in cost of digital media services.

During 2009 – 1H/2012 selling and administrative expenses amounted to Baht 96.7 million, Baht 142.8 million, Baht 134.7 million, and Baht 79.8 million, or 70.4%, 56.9%, 85.0%, and 104.7% of total revenues from sales and services, respectively. Decreasing in percentage in 2010 was due to extensive revenue growth in the year and increasing in percentage in 2011 was due to revenue shrinkage together with additional reserve for employee benefit. Sharp rise in selling and administrative expenses in 1H/2012 was caused by increase in personnel expenses and professional fees to outside parties.

Finance costs

In 2010, the Company had a short-term loan facility from a local financial institution through a line of credit of Baht 60 million in the form of a three-month promissory note. The loan is due for repayment on a quarterly basis with the balance to be repaid within 31 December 2011. The Company had interest payments of Baht 1.3 million in 2010, whilst interest payment for 2009 of Baht 0.003 million represents interest payments arising from hire-purchase arrangements for the Company’s vehicles.

In 2011, the Company received an additional credit loan facility of Baht 40 million by way of refinancing outstanding short-term promissory notes to a long-term loan facility Baht 100 million. The loan is due for repayment on a quarterly basis within 5 years. The Company paid interest of Baht 5.7 million in 2011.

In the first 6 months of 2012, the Company paid loan interest of Baht 2.9 million.

Net profits/losses

In 2009, the Company posted net income of Baht 3.3 million, mainly due to a revenue increase from property development consulting services, other income from withholding tax refunds, and a decrease of selling and administrative expenses in particular, professional fees, advertising, and travel expenses. In 2010, the Company posted a net income of Baht 86.7 million, mainly due to revenue from investment services income. In 2011, the Company posted a net income of Baht 19.2 million, mainly due to a revenue increase from development and financial advisory services, interactive media services and internet based information services.

For the first 6 months of 2012, the Company posted net losses of Baht 47.3 million as a result of losses from sales of investment in a subsidiary totalling Baht 24.6 million, coupled with increase in losses sharing from affiliates and joint ventures.

The Company is permitted to use, as tax shield benefits, losses of Baht 211.1 million from past business operations, until 2016. The period during which tax shield benefits may be utilised will diminish each year until they expire, as per the table above. Should the tax shield benefits arising from past losses expire, the Company is then obliged to pay corporate income tax, calculated as a percentage of profits before tax. Details of tax losses carried forward are as follows:

Year Losses from operations eligible for tax benefits (Baht mn) Year of expiration 2007 (56.0) 2012 2008 (88.5) 2013 2009 (1.3) 2014 2010 (50.7) 2015 2011 (14.6) 2016 Total (211.1)

Attachment 1 Page 11 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited

Analysis of Financial Status

Assets

As at December 31, 2011, the Company had total assets of Baht 906.5 million, an increase of Baht 8.3 million from the end of 2010, due mainly to an increase of investment in associates, and a business guarantee deposit.

Total assets as at June 30, 2012 was recorded at Baht 852.4 million posting a decrease of Baht 54.1 million or decreasing by 6.0% from total assets as at December 31, 2011. Decrease in business guarantee deposits and decrease in project development cost in progress were main contribution to the decrease in total assets in the period.

Liabilities and Shareholders’ Equity

As at December 31, 2011, the Company had total liabilities of Baht 117.0 million, a decrease of Baht 4.8 million from the end of 2010, due mainly to a decrease of warrant subscriptions payable and loan from non-related parties. Total shareholders’ equity is Baht 789.6 million, an increase of Baht 13.1 million from the end of 2010, due to net profit for the year 2011 of Baht 19.2 million. The 2011 unappropriated retained earnings are negative Baht 148.4 million, a net decrease of Baht 14 million from 2010.

In the first 6 months of 2012, total liabilities of the Company was booked at Baht 99.8 million posting a decrease of Baht 17.1 million or decreasing by 14.7% from total liabilities as at December 31, 2011. Such decrease was a result of the Company repaid its short-term loans. Shareholders’ equity also decreased by Baht 36.3 million or decreasing by 4.7% from last year. That the Company operated at net loss in the period was the main contribution to the decrease.

5. Industry Outlook

Even though Thailand’s tourism industry in high season of 2011 was affected by the severe flood, in overall the number of tourist continued to grow. In 2011, it was estimated that there were 19.1 million foreign tourists visiting Thailand (primary estimated by the Tourism Authority of Thailand (the “TAT”) as at January 2012) posting a growth rate of around 20% from the previous year. Though such figure was higher that the estimated figures at the beginning of the year at around 16 – 17 million people, it was slightly lower than the mid-year revised figure of 19.5 million people.

Total revenue from foreign tourist for the year was recorded exceeding Baht 1 trillion or a growth rate of 8% from the previous year. Better political climate, increase in tourists from Asian countries as a result of Asian economic expansion, growth in Russian tourists were major contributions to the growth. Also road shows and promotional events held by the TAT could help improve image of and the tourists’ trust in Thailand’s tourism industry. As a result of such efforts, Bangkok was voted as the world’s best city for tourism of the year 2010 and 2011 by Travel & Leisure Magazine’s readers.

It is estimated that Thailand’s tourism industry in 2012 will continue to grow. Positive factors such as growth in number of Asian tourists, growth in low-cost airlines – increasing in number of flights and number of routes, and increasing in domestic airport hubs are major contribution to the growth. Moreover, tourists from China, Russia, and India (“RIC”), currently accounting for 18% of total foreign tourists, will play important roles to drive the industry expansion.

The TAT and Thailand Tourism Council estimate that foreign tourists will grow around 8% – 10% and reach 20.5 – 20.8 people in 2012. The TAT will continue its campaign “Amazing Thailand: Always Amazes You” and committed to improve tourism’s best impression and value above its competitors.

New supply of hotel room in 2012 will come mainly from luxury and midscale hotel because hotels in such scale has literally opened since the mid-2011, still more to come in 2012. Competition among luxury and midscale hotels is expected to be harsh because tourists from China, Russia, and India, having is highest proportion to total foreign tourists, tend to buy group tour and reside in budget hotel.

Attachment 1 Page 12 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited

30 30%

20% 20% 20% 17% 25 13% 5% 10% 1% 9% 20 -2% 0% -7% -3% -10% 15

-20% Rate Growth (million people)(million

No. of foreign Tourists -30% 10 -40%

5 -50% 2003 2004 2005 2006 2007 2008 2009 2010 2011e 2012f

No. of Foreign Tourists Growth Rate

Source: The Tourism Authority of Thailand

Lastly, Thailand’s tourism industry has long been accepted for its good reputation. Factors such as kind and friendly customs of Thai people, diversity of cultures and beautiful natural resources, good value of money, coupled with growth prospect in tourist from neighborhood countries – currently having more tendency to travel in the near distance around neighboring countries will drive Thailand’s tourism industry to sustainably grow in the future.

Source: (1) The Tourism Authority of Thailand (2) The Office of Tourism Development, the Ministry of Tourism and Sports (3) Report on Confidence Index of Tourism Entrepreneur Q4/2011

Attachment 1 Page 13 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited

Appendix 2

Company Information and Operating Results of Casa Fico Co., Ltd.

1. General Information

Name: Casa Fico Co., Ltd. (“Casa Fico”) Type of Business: Property development Establishment Date: May 14, 2007 Registered Address: 18/8 Fico Place, 10th Floor, Sukhumvit 21 Road, Klong Toei Nua, Wattana, Bangkok 10110 Registered Number: 0105550050799 Telephone: 0 2654 6999 Capital Structure: As at June 30, 2012, Casa Fico had registered and paid-up capital of Baht 285,000,000, divided into 28,500,000 shares with a par value of Baht 10 each.

Casa Fico is an entity engaging in property development of a residential project, namely Marriott Residences Koh Samui at Laem Set Beach, located in Koh Samui, Surat Thani Province. Casa Fico has already signed contracts with Marriott. When being completed, the project will consist of 76-unit condominium and 3 villas.

Currently, project design has already been completed; Environmental Impact Assessment (EIA) has also been approved by relevant authorities. However, Casa Fico has not yet commenced its development. As at June 30, 2012, Casa Fico’s assets mainly consist of (1) Lands totaling Baht 274.09 million and (2) construction in progress totaling Baht 28.06 million.

2. Summary of Financial Statements

2009 2010 2011 1H/20121/ (Baht thousands) (Audited) (Audited) (Audited) (Reviewed) Total assets 295,995 303,795 303,741 304,114 Total liabilities 16,681 26,562 29,620 31,700 Total Shareholders’ equity 279,314 277,233 274,121 272,414 Revenues from sales and services - - - - Total revenues 31 148 1 - Gross profit (loss) - - - - SG&A 2,206 1,087 656 (1,706) Net profit (loss) (2,175) (2,081) (3,112) (1,706) Remark: 1/ Internal financial statements as at June 30, 2012, reviewed by the Company’s Auditor (without an official release of the reviewed financial statements)

3. Board of Directors

As at February 7, 2012, Casa Fico has 4 directors. Details are as the following:

No. Name Position 1 Mr. Krit Srichawla Director 2 Mr. Amorn Srichawla Director 3 Mr. Simon Gerovich Director 4 Mr. Mark Michael Reinecke Director Source: Company Affidavit of Casa Fico

4. Capital Structure

As at August 22, 2012, Casa Fico has registered and paid-up capital of Baht 285 million consisting of 28.50 million shares at par value of Baht 10 per share. List of the shareholders as at August 23, 2012 is provided as follows:

Attachment 2 Page 1 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited

No. of % of No. Name Nationality Shares Shareholding 1 Evolution Land Limited Thai 12,112,500 42.50% 2 Electron Holdings L.T. Ogier Fiduciary Cayman 2,137,500 7.50% Services (Cayman) Limited Islands 3 Mr. Krit Srichawla Thai 3,562,500 12.50% 4 Mr. Akradej Srichawla Thai 3,562,500 12.50% 5 Mr. Theprit Srichawla Thai 3,562,500 12.50% 6 Mr. Amorn Srichawla Thai 3,562,500 12.50% Total 28,500,000 100.00% Source: Casa Fico’s List of the Shareholders (BorAorJor. 5)

5. Industry Outlook

According to TAT’s statistics, during 2007 – 2010, on one hand, the number of tourists traveling to Samui had been decreasing from 853,475 people in 2007 down to only 750,496 people in 2010, or an average decreasing rate of 4.20% per annum. Domestic political situation and global economic recession were key factors to escalate trip cancellation among foreigners – the group contributing around 80% of tourists visiting Samui, while, on the other hand, the number of rooms has slightly been increasing from 14,405 rooms in 2007 to 15,012 rooms in 2010, or an average increasing rate of 1.39 per annum. Consequently, hotel occupancy rate has drastically been decreasing from 64.23% in 2007 down to only 33.59% in 2010.

In the first quarter of 2011 which is a high season of Samui’s tourism, there were floods all over the island, causing traveling difficulties, hotels and infrastructure impairment. Consequently, the number of tourist has increase at a very slim rate of 1.2% from the previous quarter. In addition, severe floods in the central plain and Bangkok has widely spread. Footage of the flood taking over the full area of Don Muang airport become the last straw for some countries to announce travelling warning to their citizens, so some travelers diverted their trips to other countries, especially travelers from China, Korea, and India whose trips has to travel via Suvarnabhumi Airport and having Bangkok visit included in their trips.

In 2012, Thailand Convention & Exhibition Bureau (the “TCEB”) intends to promote Samui to be one of Thailand’s MICE destination. The TCEB will offer typical buyers and corporate, who accepts to participate in the pagkage “Samui 2012 …MICE in Style” for the organizing of convention or incentive group of over 30 participants within December 31, 2012 and the events must be held within March 31, 2012, a subsidy of USD 2,012 per group. It is estimated that there would be around 40-50 groups coming to hold MICE in Samui. However, Samui has some limitation of its own. Since Samui’s selling points are its relaxing atmosphere and beautiful beaches, most of the hotels can accommodate only 50-60 people, only a few can accommodate more than 200 people. MICE group in Samui, then, have to be a rather small group. Moreover, due to its environmental limitation, flight take-off and landing must be within 6 a.m. to 10 p.m. only and landing fees are twice as much of that of other airports. In order to promote Samui to be a new MICE destination, government has to encourage to increase flights, for 80% of middle- and high-end travelers especially from Europe come to Samui by planes, only the remaining 20% come by ferries.

Source: (1) eTAT Tourism Journal 1/2555, the Tourism Authority of Thailand (2) The Office of Tourism Development, the Ministry of Tourism and Sports (3) Economic and Business Overview (Southern Region) in Q1 and Q2’s Trends for the Year 2012, the Bank of Thailand (4) Thailand Convention and Exhibition Bureau or TCEB

6. Summary of Agreements of Casa Fico

Loan agreement of Casa Fico and Fena Park

Loan Agreement of Casa Fico Co., Ltd. * Loan Agreement of Fena Park Co., Ltd. ** Parties Lender Vithaya Park Co., Ltd. (the “First Lender”) and Vithaya Park Co., Ltd. (the “First Lender”) and Evolution Capital Public Co., Ltd. (the “Second Evolution Capital Plc. (the “Second Lender”) Lender”) Borrower Casa Fico Co., Ltd. (the “Borrower”) Fena Park Co., Ltd. (the “Borrower”)

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Loan Agreement of Casa Fico Co., Ltd. * Loan Agreement of Fena Park Co., Ltd. ** Date signed on February 20, 2009 February 20, 2009 agreement Loan limit Baht 15,000,000, of which the First Lender and the Baht 15,000,000, of which the First Lender and the Second Lender agreed to lend to the Borrower Second Lender agreed to lend to the Borrower amount of Baht 7,500,000 each in order to use in amount of Baht 7,500,000 each in order to use in business operation of the Borrower business operation of the Borrower Interest rate 12.5% p.a. 12.5% p.a. Loan payment . The entire principal and interest shall be paid in full . The entire principal and interest shall be paid in full within 15 days from the date which each leader within 15 days from the date which each leader requests requests . In case of the Borrower has the outstanding loan . In case of the Borrower has the outstanding loan balance to the banks or financial institutions, the balance to the banks or financial institutions, the both Lender shall agree not to request for loan both Lender shall agree not to request for loan payment before due payment before due . Each Lender shall have the right to settle loan . Each Lender shall have the right to settle loan balance under this agreement against any balance under this agreement against any outstanding debts owing the Lender to the outstanding debts owing the Lender to the Borrower without obtaining the Borrower’s consent Borrower without obtaining the Borrower’s consent Import terms In the event of the default on loan payment by the In the event of the default on loan payment by the and conditions Borrower, even partially or entirely, the Borrower Borrower, even partially or entirely, the Borrower agrees: agrees: . The both Lender or each Lender shall have right to . The both Lender or each Lender shall have right to terminate this loan agreement and claim back terminate this loan agreement and claim back outstanding loan balance in full amount and/ or outstanding loan balance in full amount and/ or . The both Lender or each Lender shall have right to . The both Lender or each Lender shall have right to charge interest rate at 1.25 percent per month of charge interest rate at 1.25 percent per month of outstanding loan balance from the default date outstanding loan balance from the default date until payment date and/or until payment date and/or . The both Lender or each Lender shall have right to . The both Lender or each Lender shall have right to claim loss arising from the default by the Borrower, claim loss arising from the default by the Borrower, including collection fee, legal expense and including collection fee, legal expense and execution expense execution expense . The both Lender or each Lender shall have right . The both Lender or each Lender shall have right to follow any one of the above 3 conditions or all 3 to follow any one of the above 3 conditions or all conditions or not to follow any condition as 3 conditions or not to follow any condition as deemed appropriate. However, each Lender’s deemed appropriate. However, each Lender’s refusal not to exercise their right in any time does refusal not to exercise their right in any time does not mean that their right will be expired in the next not mean that their right will be expired in the time of the default by the Borrower next time of the default by the Borrower Remark: * There was amendment to loan agreement dated May 10, 2012 with additional loan limit to Baht 20,580,000 (amendment on loan limit from the original loan agreement dated on February 20, 2009), of which the First Lender and the Second Lender agreed to lend to the Borrower amount of Baht 10,290,000 each in order to use in business operation of the Borrower. ** There was amendment to loan agreement dated May 10, 2012 with additional loan limit to Baht 34,900,000 (amendment on loan limit from the original loan agreement dated on February 20, 2009), of which the First Lender and the Second Lender agreed to lend to the Borrower amount of Baht 17,450,000 each in order to use in business operation of the Borrower.

Cost Sharing Agreement between Fena Park and Casa Fico

Parties : Hotel Developer : Fena Park Co., Ltd. Residential Developer: Casa Fico Co., Ltd. Manager: Luxury Hotels & Resorts (Thailand) Limited Date signed : August 7, 2009 on agreement Project name : Marriott Residences Koh Samui at Laem Set Beach Type of : . Hotel Developer holds a leasehold right over a portion of land located on Tambon Malet, Ampoe Koh transaction Samui, Surathani Province. Hotel Developer has engaged Manager to operate and manage the Hotel . Residential Developer owns a parcel of land located on the east side of the Hotel site. Residential Developer has engaged Manager to operate and manage the Residential Project. Additionally, Residential Developer intends to market and sell a 90-year lease of each Unit to third party purchasers . In order for Manager to provide the services efficiently and cost-effectively, Hotel Developer and Residential Developer desire to share the cost associated with such employees, services and supplies of the Hotel. Agreement : This Agreement shall commence on the date signed on the Agreement and shall terminate upon the period earlier of 3 circumstances.

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Residential Development Agreement of Casa Fico (Marriott Residences Koh Samui at Laem Set Beach)

Parties : Service Provider: Marriott International Design & Construction Services, Inc. (“MIDCS”) Developer: Casa Fico Co., Ltd. (“Casa Fico”) Date signed : August 7, 2009 on agreement Project name : Marriott Residences Koh Samui at Laem Set Beach Size of project : 79 first-class residences and certain recreational facilities such as a fitness center with a swimming pool and meeting rooms Location : Tumbol Mared, Amphur Koh Samui, Suratthani Type of : . Developer desires to retain MIDCS to provide certain technical services with regard to the design and transaction construction of the Residential Project including facilities in accordance with the Marriott Standards. . Developer shall pay all expenses related to legal proceeding. . Developer shall, at its expense, within 60 days of the agreement date, retain an environmental consultant to investigate the residential project buildings to co comply with Environmental Laws and prepare a written report containing the results of such investigation. Agreement : The term of this Agreement shall commence on August 7, 2009 and unless terminated earlier, shall period continue until the earlier to occur of the termination of Residential Marketing License Agreement or the sale and closing of all of the Unit Leases Term of : Casa Fico shall pay to MIDCS for Technical Services Fee in fixed amount, separated into 2 payments as payment follows; 1) On the Agreement Date 2) 6 months after the Agreement Date

Management Service Agreement

Parties : Service provider: Fina Asset Co., Ltd. (“Consultant’) Client: Casa Fico Co., Ltd. (“Client”) Date signed : October 1, 2011 on agreement Type of : Casa Fico Co., Ltd. appoints Fina Asset Co., Ltd. as a consultant to perform the services which cover transaction areas of Accounting and other related services Agreement : The Agreement shall remain until the Parties agree in writing to terminate this Agreement by serving a period written notice of its intention to the other Parties at least 60 days in advance. Term of : . Casa Fico Co., Ltd. agrees to pay to the Consultant at fixed amount of Baht 50,000 (exclusive of payment valued added tax) per month for management service. . Casa Fico Co., Ltd. will reimburse to the Consultant reasonable expenses at cost which are incurred solely in the performance of the Services and supported by vouchers, receipts, or other relevant documents Others : The Consultant shall not at any time during or after the termination or completion of its appointment disclose to any third party of any confidential information without prior written approval of Casa Fico Co., Ltd. Remark: This agreement will be terminated right after E’s EGM approved these transactions.

Consultancy Service Agreement

Parties : Service provider: Fina Asset Co., Ltd. (“Consultant’) Client: Casa Fico Co., Ltd. (“Client”) Date signed : August 1, 2008 on agreement Type of : Casa Fico Co., Ltd. appoints Fina Asset Co., Ltd. as a consultant to operate and manage the Marriott transaction Residences Koh Samui at Laem Set Beach project by exercising all reasonable skill, care and diligence for the following services: . Legal and Compliance . Development Planning . Development Management . Sales and Marketing . Land and Property Management . Local and Statutory Authorities Agreement : This Agreement shall remain in force, unless terminated as permitted herein, until the project and its period related works are completed. Term of : . Casa Fico Co., Ltd. agrees to pay to the Consultant Baht 175,000 (exclusive of valued added tax) per payment month for 34 months, totaling of Baht 5,950,000 . Casa Fico Co., Ltd. will reimburse to the Consultant reasonable expenses at cost which are incurred solely in the performance of the Services and supported by vouchers, receipts, or other relevant documents Others : The Consultant shall not at any time during or after the termination or completion of its appointment disclose to any third party of any confidential information without prior written approval of Casa Fico Co., Ltd.

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Remark: Casa Fico has stopped payment under this agreement since 2010. This agreement will be terminated right after E’s EGM approved these transactions.

Lease Agreement

Parties : Leaser: B&G Park Co., Ltd. Leasee: Casa Fico Co., Ltd. Date signed : April 10, 2012 on agreement Lease period : 1 year from May 1, 2012 with the option to renew for 2 additional term of 3 years or more lease terms under leasing conditions reconfirmed by both parties Location : Interchange 21 Building, Unit 3-4, 25th Floor, total areas of 17.72 sq.m. Lease : . 1st year rental fee of Baht 4,607.20 per month (Baht 260/sq.m./month) shall be payable on or before the payment fifth day of each month . 2nd – 3rd year rental fee of Baht 4,961.60 per month (Baht 280/sq.m./month). The renewal rental rate shall be at the open market rate and will be adjusted, based upon mutual agreement by both parties . Late payment shall be subject to interest at 2% per month on the unpaid amount as from the original due date Other terms : . Use areas as objectives stated in this Agreement and the lease is not transferable or sub-lease to third and conditions party . The Leasee shall be responsible for taxes and other fees

Lease Service Agreement

Parties : Service Provider: B&G Park Co., Ltd. Client: Casa Fico Co., Ltd. Date signed : April 10, 2012 on agreement Type of : The service provider agrees to provide services, maintenance and management of the leased premises transaction including providing air conditions, electricity, water supply, and other facilities as stated in the Agreement Lease period : 1 year from May 1, 2012 and subject to renew for the same term as Lease Agreement Location : Interchange 21 Building, Unit 3-4, 25th Floor, total areas of 17.72 sq.m. Lease : . 1st year service fee of Baht 6,910.80 per month or Baht 390/sq.m./month (exclusive of value added tax) payment shall be payable on or before the fifth day of each month . 2nd – 3rd year service fee of Baht 7,442.40 per month or Baht 420/sq.m./month (exclusive of value added tax). The renewal service rate shall be at the open market rate and will be adjusted, based upon mutual agreement by both parties . Late payment shall be subject to interest at 2% per month on the unpaid amount as from the original due date

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Appendix 3

Company Information and Operating Results of Fena Park Co., Ltd.

1. General Information

Name: Fena Park Co., Ltd. (“Fena Park”) Type of Business: Property development Establishment Date: September 27, 2006 Registered Address: 18/8 Fico Place, 10th Floor, Sukhumvit 21 Road, Klong Toei Nua, Wattana, Bangkok 10110 Registered Number: 0105549116277 Telephone: 0 2654 6999 Capital Structure: Fena Park had registered and paid-up capital of Baht 100,000,000, divided into 10,000,000 shares with a par value of Baht 10 each.

Fena Park is an entity engaging in property development of a five-star hotel project, namely Koh Samui Marriott Resort and Spa at Laem Set Beach, located in Koh Samui, Surat Thani province. Fena Park has already signed contracts with Marriott. When being completed, the hotel will have 155 rooms.

Currently, project design has already been completed; EIA has also been approved by relevant authorities. However, Fena Park has not yet commenced its development. As at June 30, 2012, Fena Park’s assets mainly consist of (1) Land Lease totaling Baht 68.73 million and (2) construction in progress totaling Baht 34.62 million.

2. Summary of Financial Statements

2009 2010 2011 1H/20121/ (Baht thousands) (Audited) (Audited) (Audited) (Audited) Total assets 96,510 106,532 105,672 104,671 Total liabilities 19,220 32,976 45,078 50,710 Total Shareholders’ equity 77,290 73,556 60,594 53,961 Revenues from sales and services 299 - - - Total revenues 475 342 64 21 Gross profit (loss) (576) - - - SG&A 1,666 2,529 9,437 6,655 Net profit (loss) (2,469) (3,734) (12,961) (6,634) Remark: 1/ Internal financial statements as at June 30, 2012, reviewed by the Company’s Auditor (without official release of the reviewed financial statements)

3. Board of Directors

As at July 3, 2012, Fena Park has 4 directors. Details are as the following:

No. Name Position 1 Mr. Krit Srichawla Director 2 Mr. Akradej Srichawla Director 3 Mr. Simon Gerovich Director 4 Mr. Mark Michael Reinecke Director Source: Company Affidavit of Fena Park

4. Capital Structure

As at August 22, 2012, Fena Park has registered and paid-up capital of Baht 100 million consisting of 10 million shares at par value of Baht 10 per share. List of the shareholders as at 23 August 23, 2012 is provided as follows:

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No of % of No. Shareholders Nationality Shares Shareholding 1 Evolution Land Limited Thai 4,250,000 42.50% 2 Electron Holdings L.T. Ogier Fiduciary Cayman 750,000 7.50% Services (Cayman) Limited Islands 3 Mr. Krit Srichawla Thai 1,250,000 12.50% 4 Mr. Akradej Srichawla Thai 1,250,000 12.50% 5 Mr. Theprit Srichawla Thai 1,250,000 12.50% 6 Mr. Amorn Srichawla Thai 1,250,000 12.50% Total 10,000,000 100.00% Source: Fena Park’s List of the Shareholders (BorAorJor. 5)

5. Industry Outlook

Please refer to Industry Outlook section in Attachment 2

6. Summary of Agreements of Fena Park

Loan agreement of Fena Park and Cost Sharing Agreement between Fena Park and Casa Fico are in clause 6 of Attachment 2. Other agreements of Fena Park are as follows:

Land Lease Agreement of Fena Park

No.1 No.2 Parties - Leaser Thai Thani Resort and Spa Co., Ltd. Mrs. Aroonthida Sukijjawanich - Leasee Fena Park Co., Ltd. Fena Park Co., Ltd. Date signed March 16, 2007 July 15, 2008 on agreement Leased land 11 titles of Nor Sor. 3 Gor No. 1829, 1990, 2567, 2568, 2569, 2865, Nor Sor. 3 Gor No. 2377 and 2378, title No. 24, page 3050, 3124, 1981, 2017 and 2078, Tumbol Mared, Amphur 27 and 28 Tumbol Mared, Amphur Samui, Suratthani, Samui, Suratthani, totaling areas of 25 rai totaling areas of 4 rai 90 sq.wah (adjacent land to the lease lands under the lease agreement no.1 for project expansion of the Leasee) Lease period 30 years from the registration date of leased lands and 30 years from the registration date of leased lands and the party hereby agrees that within 10 years from the the party hereby agrees that within 10 years from the registration date of leased lands, the Leasee shall registration date of leased lands, the Leasee shall renew the lease agreement for another 10 years with renew the lease agreement for another 10 years with payment as stated in the agreement for lease premium payment as stated in the agreement for lease premium fee. The lease price shall be the same rate as stated fee. The lease price shall be the same rate as stated in this agreement and even in any case the Leaser in this agreement and even in any case the Leaser shall adjust the lease price not over than 10 percent in shall adjust the lease price not over than 10 percent in every 5th year every 5th year Lease . Payment is separated into 3 payments as follows: . Payment is separated into 10 payments as follows: premium fee (1) The first payment was paid on the signing date (1) As of the signing date of MoU, a specific and lease of MoU (March 7, 2007) amount was paid by cheque and total 5 cheque payment (2) The second payment was paid on the signing dated August 22, 2008, September 22, 2008, October date of this agreement 22, 2008, November 22, 2008, and December 22, 2008 (3) The third payment was paid on the registration was delivered to the Lessor. date of leased lands (2) As of the registration date of leased lands on . Within 6 months from the registration date of leased July 22, 2008, total 4 cheque dated January 22, lands, the Leaser shall not collect the monthly lease 2009, February 22, 2009, March 22, 2009 and from the Leasee, however the Leasee shall pay the April 22, 2009 was delivered to the Lessor. monthly lease as stated in the agreement since the Within 6 months from the registration date of leased th st th . 7 month of the 1 – 5 year and the lease price lands, the Leaser shall not collect the monthly lease shall be adjusted increasing not over than 10 percent from the Leasee, however the Leasee shall pay the of the prior year’s last month lease in every 5th year monthly lease of Baht 77,829 since the 7th month of the 1st – 5th year and the lease price shall be adjusted increasing not over than 10 percent of the prior year’s last month lease in every 5th year Import terms . All expenses and fees related to the lease . All expenses and fees related to the lease and conditions registration, the Leaser and the Leasee agrees to registration, the Leaser and the Leasee agrees to pay half-half. pay half-half. . The Leasee shall have full rights to modify, develop, . The Leasee shall have full rights to modify, develop, demolish the current buildings or any constructions demolish the current buildings or any constructions on the leased lands with the Leasee’s expenses on the leased lands with the Leasee’s expenses

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No.1 No.2 and the Leaser agreed to assist the Leasee in and the Leaser agreed to assist the Leasee in obtaining any related license without charging any obtaining any related license without charging any additional compensation additional compensation . The Leaser agrees the Leasee to solely use and get . The Leaser agrees the Leasee to solely use and get benefits from the leased lands and buildings on benefits from the leased lands and buildings on those lands. those lands. . The Leasee shall have full rights to pledge or . The Leasee shall have full rights to pledge or sublease such lands and buildings for own sublease such lands and buildings for own commercial benefit. commercial benefit. . In case of the transferees of land lease are bank, . In case of the transferees of land lease are bank, financial institution, fund, or prestige hotel financial institution, fund, or prestige hotel operators, or any people with well financial status, operators, or any people with well financial status, famous, and well-recognized in the community, the famous, and well-recognized in the community, the Leaser agrees to transfer the leasehold right without Leaser agrees to transfer the leasehold right without obtaining the Leaser’s consent. obtaining the Leaser’s consent. . All buildings and any constructions on the leased . All buildings and any constructions on the leased lands, including installation equipments and other lands, including installation equipments and other assets used in business operation, all such assets assets used in business operation, all such assets shall belong to the Lesser after the agreement shall belong to the Lesser after the agreement expires without any extension and the Leasee shall expires without any extension and the Leasee shall be responsible for any damage on buildings or hotel be responsible for any damage on buildings or hotel buildings and shall repair such damages to be in the buildings and shall repair such damages to be in the good condition with the Leasee’s expenses during good condition with the Leasee’s expenses during the last 3 year prior to the lease agreement expires. the last 3 year prior to the lease agreement expires. . Within 6 years from the registration date of leased . Within 6 years from the registration date of leased lands, the Leasee shall have rights to purchase the lands, the Leasee shall have rights to purchase the leased lands at the price mutually agreed by both leased lands at the price mutually agreed by both party, however the sales and purchase price of party, however the sales and purchase price of leased lands shall not over than Baht 25,000,000 leased lands shall not over than Baht 25,000,000 per rai and the Leasee is required to do proposal for per rai and the Leasee is required to do proposal for purchasing total leased lands at once time and shall purchasing total leased lands at once time and shall be half responsible for any fees, expenses, and be half responsible for any fees, expenses, and taxes related to such agreement. taxes related to such agreement. . The Leasee shall do insurance coverage all . The Leasee shall do insurance coverage all buildings and any constructions on the leased lands buildings and any constructions on the leased lands with the insurance company approved by the Lesser with the insurance company approved by the Lesser even during the construction period or once the even during the construction period or once the construction is completed in full amount with the construction is completed in full amount with the Leasee’s expenses. Leasee’s expenses. . In case of buildings or any constructions on the . In case of buildings or any constructions on the leased lands have been partially damaged in the leased lands have been partially damaged in the event of loss by fire or other casualty, the Leasee event of loss by fire or other casualty, the Leasee shall use insurance claims to repair such buildings shall use insurance claims to repair such buildings or any constructions to be in the existing condition. or any constructions to be in the existing condition. In case of the repair and maintenance takes time In case of the repair and maintenance takes time over than 360 days, the Leasee shall have options over than 360 days, the Leasee shall have options to proceed as follows: to proceed as follows: (1) Within 90 days from the date which the (1) Within 90 days from the date which the insurance company is ready to pay the insurance company is ready to pay the insurance claims, the Leasee shall inform the insurance claims, the Leasee shall inform the Leaser that the Leasee would like to build up Leaser that the Leasee would like to build up hotels and/or buildings as a replacement of hotels and/or buildings as a replacement of damaged buildings. In this case, the Leasee damaged buildings. In this case, the Leasee shall pay the lease payment at a rate of 50 shall pay the lease payment at a rate of 50 percent during the construction period, percent during the construction period, however not over than 2 years however not over than 2 years (2) In case that the Leasee would not like to build (2) In case that the Leasee would not like to build up new hotels and/or buildings, the Leaser up new hotels and/or buildings, the Leaser shall be the solely beneficial party from the shall be the solely beneficial party from the insurance claim. insurance claim.

License and Royalty Agreement of Fena Park

Parties : Owner: Fena Park Co., Ltd. Licensor: Global Hospitality Licensing S.A.R.L( “GHL”) Date signed : August 7, 2009 on agreement Location : Tumbol Mared, Amphur Koh Samui, Suratthani Type of : . GHL desires to grant, a non-transferable license to use the Marriott Trademarks for hotel services in transaction Koh Samui, Thailand

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. Prior to the opening date, the Owner shall not be entitled to use the Marriott Trademarks without the prior consent of GHL . In its use of the Marriott Trademarks, the Owner shall strictly comply with all quantity standards applicable to the Hotel pursuant to the Marriott Agreements, including those governing the use of the Marriott Trademarks and the nature and quality of all goods or services advertised or sold by or through the Hotel under the Marriott Trademarks . GHL and its affiliates are the sole and exclusive owners of all rights, title and interest which exist, attach, inhere, or subsist in the Marriott Trademarks . Upon Termination, the Owner shall cease using the Marriott Trademarks immediately. The Owner shall remove from the Hotel any signs or other materials that contain any Marriott Trademark . The Owner shall bear the cost and be responsible for the payment of stamp duty, if any, applicable to this Agreement . GHL shall not assign or transfer its interest in this Agreement without the prior consent of Owner, however, that GHL shall have the right, without Owner’s consent to assign its interest to Marriott or any Affiliate of Marriott; or in connection with a merger or consolidation or a sale of all or substantially all of assets of GHL or Marriott Agreement : . 25 years (full fiscal year) from August 7, 2009 (Date signed on agreement) period . If the Management Agreement is terminated, this Agreement shall immediately and automatically terminate, and if the Management Agreement is renewed or extended, this Agreement shall immediately and automatically renew or extend for the same period as the Management Agreement. Term of : . GHL shall be paid the Base Royalty and the Incentive Royalty as stated in the agreement. payment

International Services Agreement of Fena Park

Parties : Owner: Fena Park Co., Ltd. Licensor: Global Hospitality Licensing S.A.R.L( “GHL”) Date signed : August 7, 2009 on agreement Location : Tumbol Mared, Amphur Koh Samui, Suratthani Type of : . GHL shall be engaged to perform certain services such as International Advertising, Marketing, transaction Promotion and Sales Programs in support of Hotel outside of Thailand . GHL shall provide the Reservations System and the Marriott Rewards Program and Training Programs for the benefit of Hotel Employees. . Owner shall bear the cost and be responsible for the payment of stamp duty, if any, applicable to this Agreement. Agreement : . 25 years (full fiscal year) from August 7, 2009 (Date signed on agreement) period . If the Management Agreement is terminated, this Agreement shall be immediately and automatically terminated, and if the Management Agreement is renewed or extended, this Agreement shall be immediately and automatically renewed and extended.

Construction and Design Advisory Services Agreements of Fena Park

Construction Advisory Services Agreement Design Advisory Services Agreement Parties - Owner Fena Park Co., Ltd. Fena Park Co., Ltd. - Service Marriott International Construction Services, Inc. (or Marriott International Design & Construction Services, provider “MICS”) Inc. (or MIDCS”) Date signed August 7, 2009 August 7, 2009 on Agreement Location Tumbol Mared, Amphur Koh Samui, Suratthani Tumbol Mared, Amphur Koh Samui, Suratthani Size of Project Full service international hotel of approximately 160 Full service international hotel of approximately 160 guest rooms including facilities guest rooms including facilities Type of Owner desired to retain MICS to provide advisory Owner desired to retain MIDCS to provide, outside Transaction services for the designing, constructing, furnishing Thailand, certain technical services, architectural and and equipping of the project in Thailand. MICS shall interior design, construction, and other advisory also provide, communicate, and interpret the Brand services in area of Hotel Systems in accordance with Standards for Owner and Owner’s consultants during Brand Standards, International Hotel Design and all phases of the project in accordance with Thailand Construction Laws. International Hotel Design. Agreement This Agreement shall commence upon the Agreement This Agreement shall commence upon the Agreement Period Date of August 7, 2009 and, unless terminated at an Date of August 7, 2009 and, unless terminated at an earlier date, shall expire upon the date that is earlier date, shall expire upon the date that is ninetieth (90th) day after the Opening Date. ninetieth (90th) day after the Opening Date. Consideration As stated in the agreement As stated in the agreement

Management Agreement of Fena Park

Parties : Manager : Luxury Hotels & Resorts (Thailand) Limited Owner : Fena Park Co., Ltd. (“Fena Park”)

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Date signed : August 7, 2009 on agreement Hotel name : Koh Samui Marriott Resort & Spa at Laem Set Beach Location : Tumbol Mared, Amphur Koh Samui, Suratthani Size of project : Approximately 160 guest rooms and related facilities Type of : . Fena Park desires to engage Manager to manage and operate the Hotel in which Fena Park holds a transaction leasehold right. . The operation of Hotel shall comply with Standard Hotel System of Marriott . Manager shall not sell, mortgage, encumber, grant easements or right over or dispose of the Hotel, without Owner’s prior written approval. . Owner shall fund the initial Working Capital to Manager for Hotel operation and all impositions and fines shall be paid by Owner from its own funds . The both parties shall procure and maintain insurances related to Hotel assets. Owner shall pay such expenses related to insurances. However, Manager shall procure insurances related to Hotel operations and all costs shall be paid by Hotel as operating expenses. . Manager shall establish a reserve account for managing FF&E . For each accounting period from the Opening Date to the expiration of the Term, Manager shall transfer an amount into the FF&E Reserve as determined in this Agreement (equivalent to 1.5% - 5.5% the percentage of Gross Revenues), beginning with accounting period after the Opening Date Agreement : 25 years (full fiscal year) from August 7, 2009 (The signing date of this agreement) period Term of : As stated in the agreement payment

Guarantee Agreement of Fena Park

Parties : Guarantor: Fena Park Co., Ltd. Licensor: Global Hospitality Licensing S.A.R.L (“GHL”) Date signed : August 7, 2009 on agreement Type of : This Agreement is for the guarantee of Fena Park Co., Ltd. to the Residential Marketing License transaction Agreement made by and between GHL and Casa Fico Co., Ltd.

Management Service Agreement

Parties : Service provider: Fina Asset Co., Ltd. (“Consultant’) Client: Fena Park Co., Ltd. (“Client”) Date signed : October 1, 2011 on agreement Type of : Fena Park Co., Ltd. appoints Fina Asset Co., Ltd. as a consultant to perform the services which cover transaction areas of Accounting and other related services Agreement : The Agreement shall remain until the Parties agree in writing to terminate this Agreement by serving a period written notice of its intention to the other Parties at least 60 days in advance Term of : . Fena Park Co., Ltd. agrees to pay to the Consultant at fixed amount of Baht 50,000 (exclusive of payment valued added tax) per month for management service. . Fena Park Co., Ltd. will reimburse to the Consultant reasonable expenses at cost which are incurred solely in the performance of the Services and supported by vouchers, receipts, or other relevant documents Others : The Consultant shall not at any time during or after the termination or completion of its appointment disclose to any third party of any confidential information without prior written approval of Fena Park Co., Ltd. Remark: This agreement will be terminated right after E’s EGM approved these transactions.

Consultancy Service Agreement

Parties : Service provider: Fina Asset Co., Ltd. (“Consultant’) Client: Fena Park Co., Ltd. (“Client”) Date signed : August 1, 2008 on agreement Type of : Fena Park Co., Ltd. appoints Fina Asset Co., Ltd. as a consultant to operate and manage Koh Samui transaction Marriott Resort & Spa at Laem Set Beach project by exercising all reasonable skill, care and diligence for the following services: . Legal and Compliance . Development Planning . Development Management . Sales and Marketing . Land and Property Management . Local and Statutory Authorities Agreement : This Agreement shall remain in force, unless terminated as permitted herein, until the project and its related

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period works are completed. Term of : . Fena Park Co., Ltd. agrees to pay to the Consultant Baht 75,000 (exclusive of valued added tax) per payment month for 34 months, totaling of Baht 2,550,000 . Fena Park Co., Ltd. will reimburse to the Consultant reasonable expenses at cost which are incurred solely in the performance of the Services and supported by vouchers, receipts, or other relevant documents Remark: Fena Park has stopped payment under this agreement since 2010. This agreement will be terminated right after E’s EGM approved these transactions.

Lease Agreement

Parties : Leaser: B&G Park Co., Ltd. Leasee: Fena Park Co., Ltd. Date signed on : April 10, 2012 agreement Lease period : 1 year from May 1, 2012 with the option to renew for 2 additional term of 3 years or more lease terms under leasing conditions reconfirmed by both parties Location : Interchange 21 Building, Unit 3-4, 25th Floor, total areas of 17.72 sq.m. Lease : . 1st year rental fee of Baht 4,607.20 per month (Baht 260/sq.m./month) shall be payable on or before the payment fifth day of each month . 2nd – 3rd year rental fee of Baht 4,961.60 per month (Baht 280/sq.m./month). The renewal rental rate shall be at the open market rate and will be adjusted, based upon mutual agreement by both parties . Late payment shall be subject to interest at 2% per month on the unpaid amount as from the original due date Other terms . Use areas as objectives stated in this Agreement and the lease is not transferable or sub-lease to third and conditions party . The Leasee shall be responsible for taxes and other fees

Lease Service Agreement

Parties : Service Provider: B&G Park Co., Ltd. Client: Fena Park Co., Ltd. Date signed on : April 10, 2012 agreement Type of : The service provider agrees to provide services, maintenance, and management of the leased premises, transaction and also provides an air conditioning, electricity, water supply, and other facilities as stated in the Agreement Lease period : 1 year from May 1, 2012 and subject to renew for the same term as Lease Agreement Location : Interchange 21 Building, Unit 3-4, 25th Floor, total areas of 17.72 sq.m. Lease : . 1st year service fee of Baht 6,910.80 per month or Baht 390/sq.m./month (exclusive of value added tax) payment shall be payable on or before the fifth day of each month . 2nd – 3rd year service fee of Baht 7,442.40 per month or Baht 420/sq.m./month (exclusive of value added tax). The renewal service rate shall be at the open market rate and will be adjusted, based upon mutual agreement by both parties . Late payment shall be subject to interest at 2% per month on the unpaid amount as from the original due date

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Appendix 4

Company Information and Operating Results of Fico Foods

1. General Information

Name: Fico Foods Co., Ltd. (“Fico Foods”) Type of business: Holding company engaging in food retail franchise and restaurant business Establishment date: September 16, 2011 Registered address: 399 Interchange 21 Tower, 25th floor, Sukhumvit Road, Klong Toei Nua, Wattana, Bangkok 10110 Registered number: 0105554124428 Capital structure: Fico Foods has registered capital and paid-up capital of Baht 38,100,000, consisting of 3,810,000 shares with a par value of Baht 10 each.

Fico Foods is a holding company with four companies under its umbrella. Shareholding structure within the group can be summarized as follows:

Fico Foods Limited (“Fico Foods”)

80% 100% 85% Fico Coffee Limited Fenix Pizza Limited Fenix Iron Fairies Limited Paid-up cap. Baht 2 million Paid-up cap. Baht 1 million Paid-up cap. Baht 4 million (“Fico Foods”) (“Fenix Pizza”) (“Fenix Iron Fairies”)

50%

Fenix Silom Limited Paid-up cap. Baht 1 million (“Fenix Silom”)

By the end of 2011, Fico Foods only held 80 percent of shares in Fico Coffee, whilst Fenix Pizza and Fenix Silom had just been established in 2012. During August 2012, Fico Foods commenced its restructuring plan to hold 100 percent of shares in Fenix Pizza and 85 percent in Fenix Iron Fairies.  Fenix Pizza entered into the restructuring from being wholly held by Srichawla group into being wholly held by Fico Foods.  Fenix Iron Fairies entered into the restructuring from majority held by Fena Asset, totaling 50 percent of Fenix Iron Fairies’ shares, to become majority held by Fico Foods. The remaining shares of 15 percent are currently held by Mr. Ashley Robert Sutton, who is one of the Board members of Fenix Iron Fairies and having no relationship with the Company and Srichawla group.

Process of capital restructuring of Fico Foods is in the following table:

Jun 30, Purchase Aug Call up for Reduce Aug Call up Oct 20121/ of Fenix 10, capital registered 18, unpaid 12, Pizza & 2012 3/ receivable & paid-up 20123/ capital of 20123/ Fenix Iron capital Baht Fairies2/ 5.50/share Cash related to (Bt mn) - - - +14.50 -31.50 (17.00) +16.50 (0.50) transactions Shareholders’ equity Registered capital (Bt mn) 100.00 +8.10 108.10 - -70.00 38.10 - 38.10 No. of registered 4/ (mn shares) 10.00 +0.81 10.81 - -7.00 3.81 - 3.81 shares

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Jun 30, Purchase Aug Call up for Reduce Aug Call up Oct 20121/ of Fenix 10, capital registered 18, unpaid 12, Pizza & 2012 3/ receivable & paid-up 20123/ capital of 20123/ Fenix Iron capital Baht Fairies2/ 5.50/share Total paid-up (Bt mn) 45.00 +8.10 53.10 - -31.50 21.60 +16.50 38.10 capital - Paid-up capital #1 (Bt mn) - +8.10 8.10 - - 8.10 - 8.10 - No. of paid-up (mn shares) - +0.81 0.81 - - 0.81 - 0.81 shares #1 Paid-up 4/ (Bt/share) - 10.00 10.00 - - 10.00 - 10.00 value/share - Paid-up capital #2 (Bt mn) 45.00 - 45.00 - -31.50 13.50 +16.50 30.00 - No. of paid-up (mn shares) 10.00 - 10.00 - -7.00 3.00 - 3.00 shares #2 Paid-up 4/ (Bt/share) 4.50 - 4.50 - 4.50 4.50 +5.50 10.00 value/share Capital receivable (Bt mn) (14.50) - (14.50) +14.50 - - - - Retained losses (Bt mn) (1.31) - (1.31) - - (1.31) - (1.31) Total shareholders’ (Bt mn) 29.19 - 37.29 - - 20.29 - 36.79 equity Book value/share (Bt/share) 2.92 - 3.45 - - 5.33 - 9.66 Remark: 1/ Data from reviewed financial statement of Fico Foods as at June 30, 2012 2/ Purchase of 100% of Fenix Pizza and 85% of Fenix Iron Fairies by issuing newly-issued shares of Fico Foods to shareholders of Fenix Pizza and Fenix Iron Fairies (Srichawla Group) who sold those shares to Fico Foods 3/ Date and data from Company Affidavit and Shareholder List (BorAorJor. 5) of Fico Foods 4/ Par Value of Baht 10 per share

Current group structure of Fico Foods can be illustrated in the aforementioned chart.

2. Summary of Financial Statements

Company only Consolidated (Baht thousands) 2011 1H/2012 25541/ 1H/25552/ (Audited) (Reviewed) (Audited) (Unaudited) Total assets 7,667 30,852 25,041 76,166 Total liabilities 384 1,661 1,284 24,548 Total Shareholders’ equity 7,282 29,191 23,756 51,618 Total revenues 519 2,230 359 36,817 Net profit (loss) (717) (591) (1,643)3/ (1,470)3/ Remarks: 1/ Audited Financial Statements for the year 2011. (Being prepared prior to the group restructuring, the consolidated figures then included only performance of the two companies namely, Fico Foods, itself, and Fico Coffee. Performance of Fenix Iron Fairies has not been included due to it has neither yet been Fico Foods’ affiliates nor subsidiaries, then. Also performance of Fenix Pizza and Fenix Silom has not yet been included due to they have not yet been established in 2011.) 2/ Pro forma financial statement presenting financial status as if the group is restructured as at June 30, 2012 and profit (losses) for the period January 1, 2012 to June 30, 2012, which was prepared by the Seller’s management. Never has it been audited or reviewed by the auditor. (as if Fico Foods held 80 percent of shares in Fico Coffee since Fico Coffee’s establishment in 2011, and held 100 percent of shares in Fenix Pizza since Fenix Pizza’s establishment in 2012 and held 85 percent of shares in Fenix Iron Fairies since January 1, 2012 onwards) Consequently, the Independent Financial Advisor shall not be liable for the correctness of such financial statements. 3/ Net profit (loss) attributable to the shareholders of the parent company

3. Board of Directors

As at September 18, 2012, Fico Foods has 4 directors. Details are as the following:

No. Name Position 1. Mr. Krit Srichawla Director 2. Mr. Akradej Srichawla Director 3. Mr. Theprit Srichawla Director 4. Mr. Amorn Srichawla Director Source: Company Affidavit of Fico Foods

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4. Capital Structure

As at October 12, 2012, Fico Foods has registered capital of Baht 38.10 million consisting of 3.81 million shares at par value of Baht 10 per share. List of the shareholders as at October 12, 2012 is provided as follows:

No. of % of No. Name Nationality Shares1/,2/ Shareholding 1 Mr. Krit Srichawla Thai 952,500 25.00% 3 Mr. Theprit Srichawla Thai 952,500 25.00% 4 Mr. Amorn Srichawla Thai 952,500 25.00% 5 Mr. Akradej Srichawla Thai 952,500 25.00% Total 3,810,000 100.00% Source: Fico Foods’ List of the Shareholders (BorAorJor. 5)

5. Industry Outlook

Market Value of Food Chain Restaurant during 2007 – 2011

Pizza

Coffee

Thai Casual Dining Ice Cream

Bakery & Donut

Chicken & Burger

Japanese Restaurant

Suki & Shabu Shabu

Source: Euromonitor International and projected by Central Restaurant Group (in reference of Form 56-1 of CENTEL)

During the year 2007 – 2012, Euromonitor’s statistics showed that market value of Food Chain Restaurant has continuously grown with growth rate between 9.5% – 15.9% per annum. In 2011, it was estimated that market value of Food Chain Restaurant would reach Baht 71,000 million posting a growth rate of 10.7% from the earlier period.

Taking into account only pizza business, we found that during 2008 – 2011 pizza market has continuously grown from Baht 5,511 million in 2008 to the expected market value of Baht 6,996 million in 2011. During 2011 – 2012, the growth has been flattened down due to domestic political situation, decreasing in consumer confidence, and the adverse effects of floods.

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12,000 25%

16% 14% 15% 10,000

6% 5% 6% 8,000

-5% 6,000

-15% Growth Rate

4,000 -25%

2,000 -35% Market Value of BusinessPizza (Baht million) - -45% 2008 2009 2010 2011f

Market Value of Pizza Growth Rate

Source: Euromonitor International and projected by Central Restaurant Group (in reference of Form 56-1 of CENTEL)

Considering only coffee sector, we found that even though the market value slightly shrank in 2010, it was still expected that in 2011 the market would grow at 5%, posting the market value of Baht 5,400 million.

5,700 10%

5,600 4% 5% 5% 3% 5,500 CAGR = 2% per annum

5,400 0%

5,300 -2% -5% Growth Rate 5,200

5,100 -10%

5,000 -15% 4,900 Market Value of CoffeeBusiness (Baht million)

4,800 -20% 2008 2009 2010 2011f

Market Value of Coffee Growth Rate

Source: Euromonitor International and projected by Central Restaurant Group (in reference of Form 56-1 of CENTEL)

Food Chain Restaurants in 2012 may face many challenges such as the decreasing purchasing power of the consumers from continuous increase in living expense, increasing in price of raw materials, which are agricultural products, due to the climate changes, together with oil price volatility and increasing in minimum wage driving the cost up. Many restaurants are forced to adapt to the situation while they have to maintain standards and customers’ satisfaction. However, Food Chain Restaurant business still has growth prospect due to changes in customers’ lifestyle. Nowadays as more people have to go out to work, live in rush, coupled with bad traffic, there is less time available and cooking by themselves becomes more and more inconvenient. Consequently, numbers of the people dining out keep increasing. For Chain Food Restaurants provide fast, safe, convenient food at moderate price, such restaurants can fit somewhat properly with urban society’s lifestyles. Currently, their customers are not limited to among teenagers, but also expanding to families, kids, working people. Chain Food Restaurants are, then, widely spread and become more popular all over Thailand.

Source: Form 56-1 of CENTEL, S&P, MINT, and OISHI

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6. Summary of Agreement of Fico Foods

Joint Venture Agreement of Fico Foods

Parties : Purchaser: Fico Foods Co., Ltd. Seller: Mr. Lee Dong Yeoun, an owner with 100% shareholding of Commitment to Excellence Co., Ltd. (“CTEC”)* Date signed : September 30 ,2011 and 3 amendments dated September 30, 2011 and October 28, 2011 on agreement Type of : 1st Closing: The Seller would like to have a new strategic partner to open coffee shops in Thailand named transactions . The Coffee Bean & Tea Leaf by entering the Memorandum of Understanding (MOU) dated August 2, 2011 with the Purchaser and Letter of intent (LOI) dated August 20, 2011 to purchase 15,999 shares or 80% of total paid-up shares of CTEC. . 2nd Closing: The Second Closing Date shall take place within 15 days from the First Closing Date, which is determined to be November 18, 2011. The Seller shall procure the issuance of new capitalization shares of 430,000 shares totaling value of Baht 43,000,000 divided into 90,000 preferred shares and 340,000 ordinary shares at the issuance price of Baht 17.6471 per share. . 3rd Closing: The Third Closing Date shall take place within 90 days from the Second Closing Date. The Seller shall procure CBTL to amend the International Area Development Agreement and International Franchise Agreement. Purchase : The consideration for the sale of shares of CTEC in the 1st Closing shall be as stated in the agreement. price Important : After the 2nd Closing Date, the Purchaser and the Seller shall provide loans to CTEC as stated in the terms and . agreement divided into loans from the Seller as stated in the agreement (6.05% of total loan amount) and conditions loans from the Purchaser as stated in the agreement (93.95% of total loan amount). When total loan amount increases to as stated in the agreement. CTEC shall convert such loans to equity.

. The preferred shareholders shall receive dividend of as stated in the agreement per year or not exceed a level of total paid-up of preferred shares (Class B) as stated in the agreement for 5 consecutive years or the maximum dividend is reached as stated in the agreement. After 5th fiscal year or the maximum dividend is reached, the preferred shareholders will receive the same amount as the ordinary shareholders.

. Shareholders shall have the rights of first offer to purchase shares, which will be sold by another shareholder in the joint venture.

. In case of the termination of this agreement before the 1st Closing Date, the Seller shall return as stated in the agreement to the Purchaser as stated in the LOI.

. No shareholder shall operate business compete with CTEC. Remark: Former name of Fico Coffee

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Appendix 5

Company Information and Operating Results of Fico Coffee

1. General Information

Name: Fico Coffee Co., Ltd. (“Fico Coffee”) Type of business: Coffee and tea restaurants under “The Coffee Bean & Tea Leaf” brand Establishment date: June 6, 2011 Registered address: 399 Interchange 21 Tower, 25th floor, Sukhumvit Road, Klong Toei Nua, Wattana, Bangkok 10110 Registered number: 0105554072967 Capital structure: Fico Coffee has registered and paid-up capital of Baht 2,000,000, divided into 20,000 shares with a par value of Baht 100 each.

Fico Coffee will operate coffee and tea shops under the brand “The Coffee Bean & Tea Leaf”, which is one of the oldest and largest private companies operating coffee and tea shops, having more than 800 outlets around the world.

Presently, Fico Coffee is in the process of developing 5 outlets expected to open by the end of 2012, which are located at (1) Central World expected to open in October 2012, (2) Siam Paragon expected to open in October 2012, (3) Interchange Tower expected to open in November 2012, (4) Holiday Inn Sukhumvit 22 expected to open in December 2012 and (5) Siam Center expected to open in December 2012. It also has plans to open totaling 60 outlets within 2016.

Though importing of coffee products are required permission from the Department of Foreign Trades, rights to import coffee products under WTO’s quota for the year 2012 has already been granted to Fico Coffee. Under the importing quota, in 2012, Fico Coffee can import coffee products up to 1.19 tons and can import coffee beans up to 0.474 tons for the use of its initial operation.

2. Summary of Financial Statements

(Baht Thousand) 20111/ 1H/2012 (Audited) (Reviewed) Total assets 6,567 10,798 Total liabilities 5,493 15,019 Total shareholders’ equity 1,073 (4,220) Total revenues 62 5 Net profit (loss) (926) (5,294) Remark: 1/ Fico Coffee was incorporated in June 6, 2011

3. Board of Directors

As at June 6, 2012, Fico Coffee has 8 directors. Details are as the following:

No. Name Position 1. Mr. Krit Srichawla Director 2. Mr. Akradej Srichawla Director 3. Mr. Theprit Srichawla Director 4. Mr. Amorn Srichawla Director 5. Mr. Poramin Srichawla Director 6. Mr. Siwathep Srichawla Director 7. Mr. Jeffrey Kwong Sook Lee Director 8. Mr. Lee Dong Yeoun Director Source: Company Affidavit of Fico Coffee

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4. Capital Structure

As at June 6, 2012, Fico Coffee has its registered and paid-up capital of Baht 2 million, consisting of 0.02 million shares at par value of Baht 100 per share. List of the shareholders as at February 2, 2012 is provided as follows:

% of No. Name Nationality No. of Shares Shareholding 1 Fico Foods Limited Thai 15,998 79.99% 2 Mr. Jeffrey Kwong Sook Lee American 2,000 10.00% 3 Mr. Lee Dong Yeoun American 2,000 10.00% 4 Mr. Krit Srichawla Thai 1 0.01% 5 Mr. Akradej Srichawla Thai 1 0.01% Total 20,000 100.00% Source: Fico Coffee’s List of Shareholders (BorAorJor. 5)

Shareholders of Fico Coffee can be divided into 2 groups, which are (1) Group A Shareholders consisting of Fico Foods, Mr. Krit Srichawla and Mr. Akradej Srichawla and (2) Group B Shareholders consisting of Mr. Jeffrey Kwong Sook Lee and Mr. Lee Dong Yeoun. Each group of the shareholders has different right and responsibilities which can be summarized as follows: (1) Group A Shareholders will be responsible to operate all coffee shops, while Group B Shareholders will be responsible to manage relationships with CBTL Franchising LLC, the license owner of the brand “The Coffee Bean & Tea Leaf.” (2) The Board of Directors of Fico Coffee will consist of 8 members, of which Group A Shareholders can nominate 6 members and as long as Group B Shareholders can maintain its shareholding in Fico Coffee for not less than 20%, they can nominate 2 members. Each group can generously change directors nominated by its own; however, neither can any group abolish directors nominated by one another. (3) Chairman of the Board will be elected from directors nominated by Group A Shareholders. In any case that the Chairman cannot perform his duty, the Board will elect the acting Chairman from directors nominated by Group A Shareholders. (4) Authorized directors must be dominated by directors nominated by Group A Shareholders. (5) In the event of any capital increase, Should there be any shareholders declining to exercise their right, those unsubscribed shares must be offered in the following order (1) to other shareholders in the group that the unsubscribed shareholders belong to, (2) to the other group of shareholders, and (3) to any outside parties. (6) In the event that any group of shareholders would like to sell their shares, the selling shares must be offered to the other group first. If only the other group of shareholders decline to purchase the selling shares, the sellers can then sell the selling shares to outside parties. (7) Notwithstanding the condition No. (6) stated above, Group A shareholders can transfer their shares, with a prior written notice to Group B Shareholders, in the events that (a) there would be any change in control or the selling of shares in Fico Foods and (2) liquidation, merger and acquisition, and restructuring of Fico Foods

5. Summary of Agreements of Fico Coffee

International Area Development Agreement of The Coffee Bean & Tea Leaf

Parties : Owner: CBTL Franchising, LLC (“CBTL”) Developer: Commitment to Excellence Co., Ltd. (“Developer”) Date signed : July 15, 2011 on agreement Types of : CBTL agrees to grant Developer to develop Coffee Bean stores at venues within the development area transaction pursuant to this agreement (this agreement does not grant Developer the right to operate or develop Beanstro Restaurants). Initial term : 5 years (after all necessary documents shall been made and received by CBTL) Fees : Deposit is fixed as stated in the agreement* Initial development fee is fixed as stated in the agreement* Franchise fee is stated in another agreement Important : Developer shall deliver to CBTL in writing not less than 6 months prior to the expiration of the Initial terms and . Term, a proposed plan for the development of additional Coffee Bean Stores in the Development Area conditions

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during the 5 years period following the Initial Term. CBTL shall notify Developer that the plan is accepted.

. Developer shall develop and operate The Coffee Bean & Tea Leaf (excluding Kiosks) for the cumulative number as stated in the agreement within the agreed period.

. CBTL has rights to transfer this agreement to other parties without the consent by Developer in the event of any material breach by Developer of this agreement.

. Developer shall not offer, sell or negotiate the sale of The Coffee Bean & Tea Leaf franchises or any direct or indirect interest therein to any third party without the consent from CBTL. Remark: * Fico Coffee has paid these payments

International Franchise Agreement of The Coffee Bean & Tea Leaf

Parties : Franchiser: CBTL Franchising, LLC (“CBTL”) Franchisee: Commitment to Excellence Co., Ltd. (“Developer”) Date signed : Not specify on agreement Types of : CBTL awards Developer the right, license and franchise to operate The Coffee Bean & Tea Leaf (this transaction agreement does not grant Developer the right to operate or develop Beanstro Restaurants). Initial term : 10 years commencing on the Effective Date and may be renewed as provided 2 renewal right for 5 year each by notify CBTL 6-12 months before the expiration of the Term. Fee : Initial franchise fee is fixed based on No. of opened stores (as stated in the agreement) Royalty fee is % of revenue per month (as stated in the agreement) Any other expenses is % of revenue per month (as stated in the agreement) Important : Developer shall complete all buildings, inventory, purchase and install all fixtures, furnishings, terms and . equipment and signs required for the Licensed Store within 90 days after CBTL accepts Developer’s conditions Premises.

. Developer agrees, at Developer’s sole cost and expense to maintain in force the insurance policies as stated in the agreement.

. Developer shall not have a debt-to-capital ratio greater than 1:1 as stated in the agreement.

. Developer shallnot offer, sell or negotiate the sale of The Coffee Bean & Tea Leaf franchises or any direct or indirect interest therein to any third party without the consent from CBTL.

Drafted Operation and Management Agreement

Parties : Client: Fico Coffee Co., Ltd. (“Client”) Operator: Fina Asset Co., Ltd. (“Operator”) Date signed : Not yet signed on agreement Type of : Fico Coffee Co., Ltd appoints and authorizes Fina Asset Co., Ltd. exclusively as its sole manager and transaction operator in relation to The Coffee Bean & Tea Leaf (“CBTL Operation”), including store operations, accounting, purchasing, HR, and other tasks related to day to day operations. Agreement : 10 years commencing on the Effective Date and shall automatically renew for a period of time that period correspond with the term of the CBTL Agreement Term of : Baht 100,000 (exclusive of valued added tax) per month shall be payable on the first business day of each payment month Remark: On January 1, 2012, Fico Coffee Co., Ltd. entered into the Management Service Agreement with Fina Asset Co., Ltd. and subject to monthly fee of Baht 200,000 per month. However, such contract will be terminated and replaced with this Operation and Management Agreement after E’s EGM approved these transactions.

Lease Agreement for The Coffee Bean and Tea Leaf and Domino’s Pizza

The Coffee Bean and Tea Leaf Domino’s Pizza (1) Central World (2) Holiday Inn Hotel, (3) Siam Paragon Holiday Inn Hotel, Sukhumvit 22 Sukhumvit 22 Parties . Leaser Central World Shopping Fena Property Co., Ltd. Siam Paragon Fena Property Co., Center Development Co., Ltd. Ltd. . Tenant Fico Coffee Co., Ltd. Fico Coffee Co., Ltd. Fico Coffee Co., Ltd. Feniz Pizza Co., Ltd. Date on March 1, 2012 August 10, 2012 December 15, 2011 August 10, 2012 agreement Lease period 1 year with 1 year 3 years 3 years with 3 years 3 years extension extension Location Central World Shopping Holiday Inn Sukhumvit 22 Siamparagon Shopping Holiday Inn Sukhumvit Center Center 22 Fee As stated in the As stated in the As stated in the As stated in the agreement* agreement* agreement* agreement* Other terms . Must be operated within . Must be operated within . Area transfer on July 1, . Must be operated and July 15, 2012 or on the October 1, 2012. Fee of 2012 within October 1, conditions date the shopping center Baht 10,000 per day shall 2012. Fee of Baht

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The Coffee Bean and Tea Leaf Domino’s Pizza (1) Central World (2) Holiday Inn Hotel, (3) Siam Paragon Holiday Inn Hotel, Sukhumvit 22 Sukhumvit 22 start to operate. Fee of be charged for the delay. 10,000 per day shall Baht 30,000 per day shall Use the areas as be charged for the be charged for the delay. objectives and not allow delay. . Use the areas as to transfer the lease to . Use the areas as objectives and not allow other parties. objectives and not to transfer the lease to . Counterparties must allow to transfer the other parties. execute the Lease lease to other parties. Service Agreement dated . Counterparties must August 10, 2012. execute the Lease Service Agreement dated August 10, 2012. Remark: * These lease and lease service agreements have been signed since August 10, 2012. However, These agreements have later been revised on lease fee and service fee, but the agreement date remains the same.

Lease Service Agreement for The Coffee Bean and Tea Leaf and Domino’s Pizza

The Coffee Bean and Tea Leaf Domino’s Pizza Parties - Service Fena Property Co., Ltd. Fena Property Co., Ltd. provider - Client: Fico Coffee Co., Ltd. Fenix Pizza Co., Ltd. Date on August 10, 2012 August 10, 2012 agreement

Type of The Client shall receive services and facilities from the The Client shall receive services and facilities from transaction Service Provider. The Service Provider shall provide the Service Provider. The Service Provider shall services and facilities, maintenance and facilitate provide services and facilities, maintenance and lease assets and buildings to the Client. facilitate lease assets and buildings to the Client. Agreement 3 years from December 1, 2012 (grace period of 2 3 years from December 1, 2012 (grace period of 2 period months from October 1 - November 30, 2012) months from October 1 - November 30, 2012) Service fee As stated in the agreement* As stated in the agreement* Remark: * These lease and lease service agreements have been signed since August 10, 2012. However, These agreements have later been revised on lease fee and service fee, but the agreement date remains the same.

Warehouse Lease Agreement

Parties : Leaser: Fico Housing Co., Ltd. Leasee: Fico Coffee Co., Ltd. Date signed : May 15, 2012 on agreement Lease period : 3 years from June 1, 2012 with the option to renew for 9 additional term of not over than 3 years or until the Leaser has written notice of its intention not to renew the Agreement. For the lease fee adjustment, it is subject to increase not over than 15% of previous lease fee. Location : 33 Sukhumvit 71 Road, Prakanong Nua, Wattana, 10110 (total areas of 296 sq.m.) Lease : . Baht 44,400 per month shall be payable on the fifth day of each month payment Other terms . The rights, duties, and other benefits of Leaser or Leasee can be transferable to third party and conditions . The Leasee shall transfer the lease rights or sublease. However, the transferee and/or the sub-leasee shall be the subsidiaries of the Leasee or the Company with shareholders and/or the Company with management committee are major shareholders and/or the Company with the directors are shareholders and/or being directors of the Leasee’s company.

Letter of Offer

Parties : Leaser: B&G Park Co., Ltd. Leasee: Fico Coffee Co., Ltd. Lease period 3 years from October 1, 2012 Location : Lobby of Interchange 21Building, total areas of 17.10 sq.m. for new branch of The Coffee Bean and Tea Leaf Lease : . Baht 75,000 per month shall be payable on the fifth day of each month, separated into 40% rental fee payment and 60% service fee . Electricity charge of Baht 5 per unit per month (subject to increase as building’s announcement) . Water supply charge of Baht 20 per unit per month (subject to increase as building’s announcement) Other terms : . No sub-lease is allowed without the prior written consent from the Landlord. and conditions . During October 1 – 31, 2012, the Leasee is required to execute and comply with the regulation as stated in the Agreement . Areas transfer on October 1, 2012 . his Letter of Offer valid until September 30, 2012

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Appendix 6

Company Information and Operating Results of Fenix Pizza

1. General Information

Name: Fenix Pizza Co., Ltd. (“Fenix Pizza”) Type of Business: Food and Beverage Restaurant under “Domino’s Pizza” brand Establishment Date: April 25, 2012 Registered Address: 399 Interchange 21 Bldg., 25th Floor, Sukhumvit Rd., Khlong Toei Nua, Wattana, Bangkok 10110 Registered Number: 0105555060342 Capital Structure: Fenix Pizza has registered and paid-up capital of Baht 1,000,000, divided into 10,000 ordinary shares with a par value of Baht 100 each

Fenix Pizza will operate pizza delivery services under the brand “Domino’s Pizza”. Domino’s Pizza, Inc. was incorporated in 1960. Currently, it is the leading pizza delivery company in the U.S. and also worldwide with more than 9,900 stores all over the world.

Fenix Pizza expects to commence its operation in the inner Bangkok within 2012. Currently it has enter into area rental agreements for its 2 outlets located in (1) Holiday Inn Sukhumvit 22 expected to open in December 2012 and (2) Sukhumvit 49 expected to open in December 2012. It also gas plans to open totaling 50 outlets covering inner Bangkok area and major tourist attraction cities.

2. Summary of Financial Statements

1H/20121/ (Baht thousands) (Reviewed) Total assets 16,183 Total liabilities 15,919 Shareholders’ equity 264 Total revenues 0.6 SG&A 640 Net Profit (loss) (735) Remark: 1/ Fenix Pizza was incorporated on April 25, 2012.

3. Board of Directors

As at April 25, 2012, Fenix Pizza has 3 directors. Details are as the following:

No. Name Position 1. Mr. Krit Srichawla Director 2. Mr. Akradej Srichawla Director 3. Mr. Amorn Srichawla Director Source: Company Affidavit of Fenix Pizza

4. Capital Structure

As at August 28, 2012, Fenix Pizza has its registered and paid-up capital of Baht 1 million consisting of 0.01 million shares at par value of Baht 100 per share. List of the shareholders as at August 29, 2012 is provided as follows:

No. of % of No. Name Nationality Shares Shareholding 1. Fico Foods Co., Ltd. Thai 9,998 99.98% 2 Mr. Krit Srichawla Thai 1 0.01% 3 Mr. Akradej Srichawla Thai 1 0.01% Total 10,000 100.00% Source: Fenix Pizza’s List of Shareholders (BorAorJor. 5)

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5. Summary of Agreements of Fenix Pizza

Lease and lease service agreements of Domino’s Pizza are in clause 5 of the Attachment 5.

Master Franchise Agreement of Domino’s Pizza

Parties : Franchiser: Domino’s Pizza International Franchising Inc. (“DPIF”) Franchisee: Fenix Pizza Co., Ltd. (“Fenix Pizza”) Date signed : May 10, 2012 on agreement Types of : DPIF awards Feniz Pizza the right, license and franchise to operate Domino Pizza. transaction Initial term : 10 years commencing on the Effective Date and may be renewed as provided 2 renewal right for 5 year each by notify DPIF 6-12 months before the expiration of the Term. Fees : Development fee is fixed as stated in the agreement* Store franchise fee is fixed based on new opened stores (as stated in the agreement) Royalty fee is % of sale of each store (as stated in the agreement) Important : Fenix Pizza agrees, at Developer’s sole cost and expense to maintain in force the following insurance terms and policies with the liability limit as stated in the agreement. conditions Remark: * Fenix Pizza has paid this development fee

Drafted Operation and Management Agreement

Parties : Client: Fenix Pizza Co., Ltd. (“Client”) Operator: Fina Asset Co., Ltd. (“Operator”) Date signed : Not yet signed on agreement Type of : Fenix Pizza Co., Ltd appoints and authorizes Fina Asset Co., Ltd. exclusively as its sole manager and transaction operator in relation to the Domino’s Pizza restaurant, including store operations, accounting, purchasing, HR, and other tasks related to day to day operations. Agreement : 10 years commencing on the Effective Date and shall automatically renew for a period of time that period correspond with the term of the Dominos Agreement Term of : . Baht 100,000 (exclusive of valued added tax) per month shall be payable on the first business day of payment each month . Annual adjustment based on mutually agreed terms Remark: This agreement will be signed after E’s EGM approved these transactions.

Office and Warehouse Lease Agreement

Parties : Leaser: Fico Housing Co., Ltd. Leasee: Fenix Pizza Co., Ltd. Date signed : August 22, 2012 on agreement Lease period : 3 years from December 1, 2012 Location : 33 Sukhumvit 71 Road, Prakanong Nua, Wattana, 10110 Warehouse space, total areas of 422 sq.m. Office space, total areas of 122 sq.m. Lease : . Warehouse lease of Baht 84,000 per month, payable on the fifth day of each month payment . Office lease of Baht 18,300 per month, payable on the fifth day of each month . Electricity charge of Baht 5 per unit per month (exclusive of valued added tax) . Water supply charge of Baht 20 per unit per month (exclusive of valued added tax) Other terms . The rights, duties, and other benefits of Leaser or Leasee can be transferable to third party and conditions . The Leasee shall transfer the lease rights or sublease. However, the transferee and/or the sub-leasee shall be the subsidiaries of the Leasee or the Company with shareholders and/or the Company with management committee are major shareholders and/or the Company with the directors are shareholders and/or being directors of the Leasee’s company.

Attachment 6 Page 2 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited

Appendix 7

Company Information and Operating Results of Fenix Iron Fairies

1. General Information

Name: Fenix Iron Fairies Co., Ltd. (“Fenix Iron Fairies”) Type of Business: Food and Beverage Restaurant Establishment Date: October 11, 2010 Registered Address: 399 Interchange 21 Bldg., 25th Floor, Sukhumvit Rd., Khlong Toei Nua, Wattana, Bangkok 10110 Registered Number: 0105553125897 Capital Structure: Fenix Iron Fairies has registered and paid-up capital of Baht 4,000,000, divided into 40,000 ordinary shares with a par value of Baht 100 each

Fenix Iron Fairies operates 5 pubs and restaurants, which are (1) the classic concept - The Iron Fairies - with focusing on Wines, (2) the vintage concept - Fat Gut’z - focusing on foods and alcohol beverage, (3) the natural atmosphere concept – Clouds, (4) the ocean concept – Fat R Gut’z, the larger second branch of Fat Gut’z offering wider range of menus, and (5) the dessert café - Mr. Jones’ Orphanage. Currently, Fenix Iron Fairies plans to open another restaurant called The Bank Job which is expected to open in the beginning of 2013 – operating under Fenix Silom Co., Ltd. (a subsidiary of Fenix Iron Fairies).

2. Summary of Financial Statements

20101/ 2011 1H/2012 (Baht thousands) (Audited) (Audited) (Reviewed) Total assets 13,417 20,507 31,998 Total liabilities 9,565 13,385 20,060 Shareholders’ equity 3,852 7,122 11,938 Revenues from sales and services 7,143 43,435 32,004 Total revenues 7,234 45,339 34,980 Gross profit (loss) 3,925 27,436 18,501 SG&A 4,099 24,526 14,914 Net Profit (loss) 148 3,270 4,816 Remark: 1/ Fenix Iron Fairies was incorporated in October 11, 2010.

3. Board of Directors

As at June 8, 2012, Fenix Iron Fairies has 4 directors. Details are as the following:

No. Name Position 1. Mr. Ashley Robert Sutton Director 2. Mr. Paradai Teeratada Director 3. Mr. Siwathep Srichawala Director 4. Mr. Amnaj Kunakornpisit Director Source: Company Affidavit of Fenix Iron Fairies

4. Capital Structure

As at August 28, 2012, Fenix Iron Fairies has its registered and paid-up capital of Baht 4 million, consisting of 0.04 million shares at par value of Baht 100 per share. List of the shareholders as at August 29, 2012 is provided as follows: No. of % of No. Name Nationality Shares Shareholding 1 Fico Foods Co., Ltd. Thai 33,999 84.9975% 2 Fena Asset Limited Thai 5,999 14.9975% 3 Mr. Krit Srichawla Thai 1 0.0025% 4 Mrs. Kedkanok Miles Thai 1 0.0025% Total 40,000 100.00% Source: Fenix Iron Fairies’ List of Shareholders (BorAorJor. 5)

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5. Summary of Agreements of Fenix Iron Fairies

Lease Agreement of Fenix Iron Fairies

Mr. Jones’ Fat R Gut’z Clouds Fat Gut’z Iron Fairies Orphanage Parties . Leaser Seenspace Co., Seenspace Co., Ltd. Seenspace Co., Ltd. N and N Assets Co., Ms. Saranya Ltd. Ltd. Pornlersarak . Tenant Fenix Iron Fairies Fenix Iron Fairies Fenix Iron Fairies Fenix Iron Fairies Mr. Sutton Ashley Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Robert Date on January 31, 2012 April 1, 2012 November 17, 2011 March 23, 2010 N/A agreement Lease period 3 years with the 3 years with the 3 years with the 3 years with the 3 years (Start from extension of 3 extension of 3 years extension of 3 years extension of 3 years September 1, 2009) years Location Seenspace 13, Soi Seenspace 13, Soi Seenspace 13, Soi The Grass Project, Commercial building Thonglor 13 Thonglor 13 Thonglor 13 Soi Thonglor 12 No. 394, Sukhumvit 55 (Soi Thonglor) Lease fee As stated in the As stated in the As stated in the As stated in the As stated in the agreement agreement agreement agreement agreement Other terms . Use areas as . Use areas as . Use areas as . The date to transfer . Use areas as and objectives stated objectives stated in objectives stated in the areas is the objectives stated in conditions in this agreement this agreement and this agreement and signing date of this this agreement and and the lease is the lease is not the lease is not agreement. the lease is not not transferable. transferable. transferable. transferable.

Lease Service Agreement of Fenix Iron Fairies

Mr. Jones’ Orphanage Fat R Gut’z Clouds Fat Gut’z Parties . Service Seenspace Co., Ltd. Seenspace Co., Ltd. Seenspace Co., Ltd. N and N Assets Co., Ltd. provider . Client Fenix Iron Fairies Co., Ltd. Fenix Iron Fairies Co., Ltd. Fenix Iron Fairies Co., Ltd. Fenix Iron Fairies Co., Ltd. Date on January 31, 2012 April 1, 2012 November 17, 2011 March 23, 2010 agreement Lease The Client shall receive The Client shall receive The Client shall receive The Client shall receive period services and use facilities services and use facilities services and use facilities services and use facilities from the Service Provider. from the Service Provider. from the Service Provider. from the Service Provider. While, the Service Provider While, the Service Provider While, the Service Provider While, the Service Provider shall provide services and shall provide services and shall provide services and shall provide services and facilities and maintenance facilities and maintenance facilities and maintenance facilities and maintenance lease assets for the Client. lease assets for the Client. lease assets for the Client. lease assets for the Client. Location 3 years with the extension 3 years with the extension 3 years with the extension 3 years with the extension following the lease following the lease following the lease following the lease agreement. agreement. agreement. agreement. Fee Electricity, water and Electricity, water and Electricity, water and Electricity, water and telephone fee as stated in the telephone fee as stated in telephone fee as stated in telephone fee as stated in agreement the agreement the agreement the agreement

Drafted Operation and Management Agreement

Parties : Client: Fenix Iron Fairies Co., Ltd. (“Client”) Operator: Fina Asset Co., Ltd. (“Operator”) Date signed : Not yet signed on agreement Type of : Fenix Iron Fairies Co., Ltd. appoints and authorizes Fina Asset Co., Ltd. exclusively as its sole manager transaction and operator in relation to its total 5 restaurants, namely 1) The Iron Fairies 2) Fat Gut’z 3) Clouds 4) Fat R Gut’z, and 5) Mr. Jones’ Orphanage, including store operations, accounting, purchasing, HR, and other tasks related to day to day operations. Agreement : 10 years commencing on the Effective Date and shall automatically renew for a period of time that period correspond with the term of the restaurants Agreement Term of : . Baht 100,000 (exclusive of valued added tax) per month shall be payable on the first business day of payment each month . Annual adjustment based on mutually agreed terms Remark: On October 1, 2010, Fenix Iron Fairies Co., Ltd. entered into the 4 Management Service Agreements with Fina Asset Co., Ltd. and subject to total monthly fee of Baht 62,500 per month. However, such 4 contract will be terminated and replaced with this Operation and Management Agreement when E’s EGM approved these transactions.

Attachment 7 Page 2 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited

Appendix 8

Company Information and Operating Results of Fenix Silom

1. General Information

Name: Fenix Silom Co., Ltd. (“Fenix Silom”) Type of Business: Food and Beverage Restaurant Establishment Date: April 5, 2012 Registered Address 399 Interchange 21 Bldg., 25th Floor, Sukhumvit Rd., Klong Toei Nua, Wattana, Bangkok 10110 Registered Number: 0105555053257 Capital Structure: Fenix Silom has registered and paid-up capital of Baht 1.00 million, divided into 0.01 million ordinary shares with a par value of Baht 100 each

Fenix Silom is having a plan to open a restaurant called The Bank Job Located in Novotel Silom in the beginning of 2013.

2. Summary of Financial Statements

1H/20121/ (Baht thousands) (Reviewed) Total assets 1,514 Total liabilities 515 Shareholders’ equity 999 Remark: 1/ Fenix Silom was incorporated in April 5, 2012.

3. Board of Directors

As at May 22, 2012, Fenix Silom has 4 directors. Details are as the following:

No. Name Position 1. Mr. Ashley Robert Sutton Director 2. Mr. Sanya Suwanpuma Director 3. Mr. Siwathep Srichawala Director 4. Mr. Kalinsurawong Bunnark Director Source: Company Affidavit of Fenix Silom

4. Capital Structure

As at May 22. 2012, Fenix Silom has its registered and paid-up capital of Baht 1.00 million consisting of 0.01 million shares at par value of Baht 100.00 per share. List of the shareholders as at April 5, 2012 is provided as follows:

No. of % of No. Name Nationality Shares Shareholding 1 Mr. Sanya Suwanpuma Thai 5,000 50.00% 2 Fenix Iron Faries Limited Thai 4,998 40.98% 3 Mr. Ashley Robert Sutton Australian 1 0.01% 4 Mr. Akradej Srichawla Thai 1 0.01% Total Thai 10,000 100.00% Source: Fenix Silom’s List of Shareholders (BorAorJor. 5)

5. Summary of Agreements of Fenix Silom

Not yet signed any agreements except a Letter of Offer signed between Fena Holding Co., Ltd. and Fenix Silom, which is summarized as follows:

Attachment 8 Page 1 Appendix – IFA Opinion -TRANSLATION- Evolution Capital Public Company Limited

Letter of Offer of Fenix Silom

Parties . Leaser : Fena Holdings Co., Ltd. . Tenant : Fenix Silom Co., Ltd. Date on agreement : February 15, 2012 Lease period : 3 years Location : B floor, Unit 1, Novotel Bangkok Fenix Silom. Objectives to use the areas for operating pub and bar.

Fee : Lease fee and deposit as stated in the agreement Other terms and : . Must be signed in Lease and Lease Service Agreements within 7 days after the executed of this conditions Letter of Offer . 90 days after execution of Lease and Lease Service Agreements, Leasee will be required to comply with the regulations as stated in this agreement . Areas transfer on March 1, 2012 . This Letter of Offer valid until February 29, 2012.

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