The Opinion Report of the Independent Financial Advisor Regarding Asset Disposal

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The Opinion Report of the Independent Financial Advisor Regarding Asset Disposal The Opinion Report of the Independent Financial Advisor Regarding Asset Disposal of Nation Multimedia Group Public Company Limited Prepared by Capital Link Advisory Limited 12 February 2018 Content Page Section 1 Executive Summary Section 1 Page 1 Section 2 Characteristics of Asset Disposal Transaction Section 2 Page 1 Section 3 Transaction 1 Investments in Nation U Co., Ltd. 1. Details of Disposed Assets Section 3 Page 1 2. Opinion of the Independent Financial Advisor Section 3 Page 13 3. Appropriateness of the Price and Conditions of the Transaction Section 3 Page 17 4. Summary of the Opinion of the Independent Financial Advisor Section 3 Page 30 Section 4 Transaction 2 Investments in Bangkok Business Broadcasting Co., Ltd. 1. Details of Disposed Assets Section 4 Page 1 2. Opinion of the Independent Financial Advisor Section 4 Page 9 3. Appropriateness of the Price and Conditions of the Transaction Section 4 Page 13 4. Summary of the Opinion of the Independent Financial Advisor Section 4 Page 27 Section 5 Transaction 3 Investments in WPS (Thailand) Co., Ltd. 1. Details of Disposed Assets Section 5 Page 1 2. Opinion of the Independent Financial Advisor Section 5 Page 7 3. Appropriateness of the Price and Conditions of the Transaction Section 5 Page 11 4. Summary of the Opinion of the Independent Financial Advisor Section 5 Page 24 Section 6 Transaction 4 Investments in NML Co., Ltd. 1. Details of Disposed Assets Section 6 Page 1 2. Opinion of the Independent Financial Advisor Section 6 Page 6 3. Appropriateness of the Price Section 6 Page 9 4. Summary of the Opinion of the Independent Financial Advisor Section 6 Page 18 Page Section 7 Transaction 5 Land and structures on Soi Kiatthani, Theparat Road (TorLor.34), Bang Bo Sub-district, Bang Bo District, Samut Prakan 1. Details of Disposed Assets Section 7 Page 1 2. Opinion of the Independent Financial Advisor Section 7 Page 16 3. Appropriateness of the Price and Conditions of the Transaction Section 7 Page 19 4. Summary of the Opinion of the Independent Financial Advisor Section 7 Page 21 Section 8 Transaction 6 Land on Soi Romyen 2, Theparat Road (TorLor.34), BangKaew Sub-district, Bang Phli District, Samut Prakan 1. Details of Disposed Assets Section 8 Page 1 2. Opinion of the Independent Financial Advisor Section 8 Page 7 3. Appropriateness of the Price and Conditions of the Transaction Section 8 Page 10 4. Summary of the Opinion of the Independent Financial Advisor Section 8 Page 12 Section 9 Transaction 7 Land and structures on Nantharam Road, Hai Ya Sub-district, Mueang Chiang Mai District, Chiang Mai 1. Details of Disposed Assets Section 9 Page 1 2. Opinion of the Independent Financial Advisor Section 9 Page 9 3. Appropriateness of the Price and Conditions of the Transaction Section 9 Page 12 4. Summary of the Opinion of the Independent Financial Advisor Section 9 Page 14 Section 10 Transaction 8 Land and structures on Lao Na Di Road (TorLor.2131), Mueang Kao Sub-district, Mueang Khon Kaen District, Khon Kaen 1. Details of Disposed Assets Section 10 Page 1 2. Opinion of the Independent Financial Advisor Section 10 Page 8 3. Appropriateness of the Price and Conditions of the Transaction Section 10 Page 11 4. Summary of the Opinion of the Independent Financial Advisor Section 10 Page 13 Page Section 11 Transaction 9 Land and structures on Kanjanavanit Road, Ban Phru Sub-district, Hat Yai District, Songkhla 1. Details of Disposed Assets Section 11 Page 1 2. Opinion of the Independent Financial Advisor Section 11 Page 8 3. Appropriateness of the Price and Conditions of the Transaction Section 11 Page 11 4. Summary of the Opinion of the Independent Financial Advisor Section 11 Page 13 Section 12 Summary of the Opinion of the Independent Financial Advisor Section 12 Page 1 Section 13 Appendix Appendix 1 Information of the Company Section 13 Page 2 Appendix 2 Summary of Appraisal Report of Assets of WPS (Thailand) Section 13 Page 29 Company Limited Appendix 3 Summary of Appraisal Report of Assets of Nation University Section 13 Page 60 (Translation) This English translation has been prepared solely for the convenience of the foreign shareholders of Nation Multimedia Group Public Company Limited and should not be relied upon as the definitive and official report regarding the opinion of the Independent Financial Advisor regarding asset disposal. The Thai language version of The Report Regarding the Opinion of the Independent Financial Advisor Regarding Asset Disposal is the definitive and official document of the Advisor and shall prevail in all respects in the event of any inconsistency with this English translation. Ref: Kor.Aor. 008/2018 12 February 2018 Subject The Opinion of the Independent Financial Advisor Regarding Asset Disposal of Nation Multimedia Group Public Company Limited To Shareholders Nation Multimedia Group Public Company Limited The Meeting of the Board of Directors of Nation Multimedia Group Public Company Limited (“the Company” or “NMG”) No. 11/2017, held on 19 December 2017, has approved to propose that the shareholders meeting consider and approve the disposal of assets for business restructuring with total value of 1,423.42 Million Baht (“the Transaction”). The above mentioned disposal of assets shall be made by means of a bidding process. The Company shall complete such disposal within a period of no more than six months after it is granted the relevant approval by the shareholders meeting. The Company shall invite business operators and the general public interested in the acquisition of the assets to offer a bidding price for each asset in accordance with the methods and conditions specified by the Company. The Company shall then transfer the asset to the highest bidder, under the condition that the price of each asset, regardless of any circumstance, shall not be lower than the “base price” approved by the shareholders meeting in advance, for which the Board of Directors deemed it appropriate to fix the base price for sale of shares in each subsidiary at the price with a discount not exceeding 10 percent of the valuation of the investment recommended by the financial advisor from KT Zmico Securities Co., Ltd and the asset assessment value of the land, structures and machines recommended by the asset appraiser from Prospec Appraisal Co., Ltd. Such disposal of assets constitutes a sale or transfer of the whole or substantial parts of the business of the Company to other persons, subject to Section 107(2)(a) of the Public Limited Companies Act B.E. 2535 (1992), as well as a disposal of assets of the Company pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 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, 2004 (collectively, the “Notifications on Acquisition or Disposal”). If the base price used in the bidding process is applied in the calculation as the transaction value, the total transaction value shall be equivalent to 185.54 per cent calculated based on the Net Tangible Asset Basis which is the basis that results in the highest transaction value, from the Consolidated Financial Statement of the Company for the period ending 30 September 2017 which was reviewed by the certified public auditor. In this regard, there were no other asset disposal transactions of the Company during the past six months prior to this transaction, such disposal transaction is thus classified as a Class 1 asset disposal transaction, i.e., a transaction with a value higher than 50 per cent. Therefore, the Company is responsible to disclose the Information Memorandum of the Disposal of Assets to the Stock Exchange of Thailand (“SET”), and request for an approval to enter into the Transaction from the shareholders’ meeting of the Company with affirmative votes of not less than three-fourth of the votes attending the meeting and having the right to vote, excluding the votes from the shareholders who have conflict of interest. In addition, the Company is required to appoint an Independent Financial Advisor to render opinion regarding the rationale of the Transaction, the fairness of the price and the conditions of the Transaction, and present to the shareholders of the Company for consideration. To be consistent with such criteria, the Board of Directors of the Company resolved to appoint Capital Link Advisory Limited as an Independent Financial Advisor for preparing the opinion report on the disposal of such assets and proposing to the meeting of shareholders for approval. The Independent Financial Advisor has prepared this opinion report by studying the information from the following sources: 1. Information and documents received from the Company including the interview with management and employees of the Company 2. Information and the auditor’s report of the Company 3. Minutes of the Board of Directors’ meeting of the Company 4. Information and documents received from the subsidiaries 5. Information from the interview with management and employees of the subsidiaries 6. Information and the auditor’s report of the subsidiaries 7. Minutes of the Board of Directors’ meeting of the subsidiaries 8. Draft condition of bidding process 9. The Appraisal Reports from Prospec Appraisal Co., Ltd. and Premier Appraisal and Law Co., Ltd. 10. The Companies’ Share Valuation Reports from KT ZMICO Securities Co.,Ltd. 11. Information and documents disclosure to the public, such as information from The Stock Exchange of Thailand, The Securities and Exchange Commission, news from newspaper, and economic and relevant industrial information, etc.
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