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Translated Version Appendix 1 - TRANSLATED VERSION - Opinion Report of the Independent Financial Advisor on Tender Offer Of Nirvana Daii Public Company Limited Tender Offeror Mr. Chatchai Piyasombatkul Prepared by I V Global Securities Public Company June 22, 2021 The English Translation of the Independent Financial Advisor’s Opinion Report has been prepared solely for the convenience of foreign shareholders of Nirvana Daii Public Company Limited and should not be relied upon as the definitive and official document. The Thai language version of the Independent Financial Advisor’s Opinion Report is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this translation. Table of Content Page Glossary 1 Executive Summary 3 Part 1 Background of the Transaction 6 Part 2 Opinion of Independent Financial Advisor on the Offer Price 9 2.1 Book Value Approach 9 2.2 Adjusted Book Value Approach 10 2.3 Volume Weighted Average Price Approach: VWAP 13 2.4 Market Comparable Approach 15 2.5 Discounted Cash Flow Approach: DCF 20 2.6 Summary of Valuation for Ordinary Shares of the Company 32 Part 3 Rationales to Accept and/or Reject the Tender Offer 35 3.1 Tender Offer Price of the Ordinary Share 35 3.2 Source of Funds to Finance the Tender Offer 35 3.3 Other Considerations 35 Part 4 Benefits or Impacts from Business Plans and Policies Disclosed in the 38 Tender Offer Document 4.1 Summary of Policy and Business Plan after the Tender Offer 38 4.2 Benefits and Impacts to Shareholders who Reject the Tender Offer 43 (only for the case of Delisting Tender Offer) Part 5 Conclusion of Opinion of Independent Financial Advisor 44 Attachment A Vacant land and land with buildings Attachment B Real estate projects for sale (including those projects to be launched for sales in the near term) Attachment C Land held for development GLOSSARY Abbreviation Meaning SEC The Securities and Exchange Commission SET The Stock Exchange of Thailand Notification on Acquisition of Notification of the Capital Market Supervisory Board No. TorJor Securities for Business Takeover 12/2554 Re: Rules on Acquisition of Securities for Business Takeover, and its amendments, dated Mar 13, 2011 “NVD” or the “Company” Nirvana Daii Public Company Limited The Offeror Mr. Chatchai Piyasombatkul “Independent Financial Advisor” or I V Global Securities Public Company Limited “Advisor to Shareholders” or “IFA” IFA Report Opinion Report of the Independent Financial Advisor Independent Property Appraiser - Edmund Tie & Company (Thailand) Co., Ltd. (“EDMUND”) - Sims Property Consultant Co., Ltd. (“SIMS”) - Ktac Appraisal and Service Co., Ltd. (“KTAC”) Financial Advisor Krungthai Zmico Securities Company Limited DCF Discounted Cash Flows EV Enterprise Value Equity Value Book Value or Shareholders’ Equity Value Free Cash Flow to Firm (FCFF) Free Cash Flow to Firm FV The fair value valuation method is based on the value of the assets appraised by the independent property appraiser. P/BV Price to Book Value Approach P/E Price to Earnings Ratio Approach P/S Price to Sales Ratio Approach Sensitivity Analysis Sensitivity Analysis Terminal Value Company Value at the last projection year WACC Weighted Average Cost of Capital Opinion Report of the Independent Financial Advisor Nirvana Daii Public Company Limited TRANSLATION The English Translation of the Independent Financial Advisor’s Opinion Report has been prepared solely for the convenience of foreign shareholders of Nirvana Daii Public Company Limited and should not be relied upon as the definitive and official document. The Thai language version of the Independent Financial Advisor’s Opinion Report is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this translation. Ref: IB 59/2564 June 22, 2021 Subject: Opinion of the Independent Financial Advisor regarding a Tender Offer for the shares of Nirvana Daii Public Company Limited To: The Board of Directors and Shareholders of Nirvana Daii Public Company Limited Attachment: Attachment A: Vacant land and land with buildings Attachment B: Real estate for sales (including those projects that will be launched for sales in the near term). Attachment C: Land held for development References: 1) Announcement of Intention to make a Tender Offer (Form 247-3) dated June 2, 2021 2) Tender Offer Form (Form 247-4) by the Tender Offeror dated June 14, 2021 3) Annual Statement Registration (Form 56-1) and Annual Report of Nirvana Daii Public Company Limited for the year ended December 31, 2018 - 2020. 4) Audited financial statements of Nirvana Daii Public Company Limited for the 12-month period ended December 31, 2018 – 2020, and the interim financial statements for the 3 months ended March 31, 2021. 5) Certificate of company registration, Memorandum of Association, and other documents, as well as interviews with management and relevant personnel of Nirvana Daii Public Company Limited. 6) 6 appraisal reports of the properties of Nirvana Daii Public Company Limited and its subsidiaries as prepared by Edmund Tie & Company (Thailand) Co., Ltd. 7) 12 appraisal reports of the properties of Nirvana Daii Public Company Limited and its subsidiaries as prepared by Sims Property Consultant Co., Ltd. 8) 3 appraisal reports of the properties of Nirvana Daii Public Company Limited and its subsidiaries as prepared by Ktac Appraisal and Service Co., Ltd. 9) Related Documents and Agreements Disclaimers: (1) The result of the study by I V Global Securities Public Company Limited (the “Independent Financial Advisor” or “IFA” or “Advisor to Shareholders”) in this report (or the “IFA Report”) is based on the information and assumptions provided by the management of Nirvana Daii Public Company Limited, and the information disclosed to the public through the website of the Securities and Exchange Commission of Thailand (the “SEC”) (www.sec.or.th), the Stock Exchange of Thailand (the “SET”) (www.set.or.th), and Business Online Public Company Limited (www.bol.co.th). I V Global Securities Public Company Limited Page 1 Opinion Report of the Independent Financial Advisor Nirvana Daii Public Company Limited (2) The opinion of the IFA in this report is based on the assumptions that all the information and documents received are accurate and complete, and reflect the operating environment and most up-to-date information at the time of issuance of this report. However, there may be any incident having a material impact on the Company’s business operations and plans, as well as the decision of the shareholders. The Independent Financial Advisor expresses its opinion under the current circumstance. If there is a significant change in the circumstance or any information, the result of the study may be affected. (3) The IFA shall not be responsible for the profits or the losses and any impacts resulting from this transaction. (4) In rendering its opinion in this report, the IFA has considered the reasonableness of conditions of the transaction as well as other related factors thoroughly and rationally following the professional judgments. Reference is made to the intention of Mr. Chatchai Piyasombatkul (the “Offeror”) to make a mandatory tender offer for all of the remaining securities of Nirvana Daii Public Company Limited (“NVD” or the “Company”) as a result of the Offeror’s acquisition of 207,090,000 ordinary shares representing 15.00% of the total voting rights of the Company from Mrs. Wattana Somwattana (the “Share Purchase Transaction”) on June 1, 2021. After combining these newly acquired shares with 138,060,000 shares already held by the Offeror before the Transaction, the Offeror now holds 345,150,000 shares representing 25.00% of the total voting rights of the Company which triggers the threshold of 25% of total voting rights of the Company. Therefore, the Offeror is obliged to conduct a mandatory tender offer for all the remaining securities of the Company pursuant to the Notification of Capital Market Supervisory Board No. Tor Jor 12/2554 (2011) Re: Rules, Conditions, and Procedures for the Acquisition of Securities for Company Takeovers dated 13 May 2011 (as amended). In this regard, concerning this Tender Offer, the total remaining amount of ordinary shares which are subject to the Tender Offer (excluding an amount of 345,150,000 ordinary shares held by the Offeror and an amount of 707,217,919 ordinary shares held by the Dissenting Shareholders) are 328,232,059, representing 23.77% of the total issued and paid-up shares of the Company and 23.77% of the total voting rights of the Company. The Offeror offers the purchase price of the Company’s ordinary shares at the price of THB 2.52 per share (“Offer Price”), which is the final offer price that will not be changed again. This Tender Offer has a total period of 25 business days from June 15, 2021, to July 19, 2021, every business day of the Tender Offer agent from 9.00 AM to 4:00 PM., which the said period is the final period that will not change again. However, the Offeror has conditions for changing the Tender Offer as follows: This Offeror may reduce the Offer Price and/or extend the Tender Offer period. If there is any event that occurs during the Offer Period which causes severe damage to the status of assets of the Company. The Offeror may modify the Tender Offer or extend the Tender Offer period to compete with other persons who submitted a tender offer for the Company’s securities during the Tender Offer period. The Company has appointed I V Global Securities Public Company Limited (the “Independent Financial Advisor”, or “IFA” or “Advisor to Shareholders”), is an independent financial advisor approved by the Securities and Exchange Commission (“SEC”) to provide opinions to the shareholders of the Company regarding this tender offer (“IFA Report”).
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