No. SET 034/2019 6 January 2020

-Translation-

Subject Submission of Opinion of the Company on the Tender Offer (Form 250-2) of Siam Sport Syndicate Public Company Limited To 1. Secretary-General, The Securities and Exchange Commission 2. President, The Stock Exchange of Thailand 3. Shareholders of Siam Sport Syndicate Public Company Limited Attachment: 1. Copy of the Opinion of the Company on the Tender Offer (Form 250-2) 2. Copy of the Opinion of the Independent Financial Advisor on the Tender Offer

Siam Sport Syndicate Plc. (“the Company”), has received a copy of Tender Offer document (Form 247-4) from Mr. Wiluck Lohtong and Mr. Vaksorn Lohtong (the “Tender Offerors”) dated 12 December 2019. The Company is required to prepare an Opinion of the Business on the Tender Offer for the Securities (Form 250-2) as prescribed by the Notification of the Capital Market Supervisory Board ThorJor. 40/2552, Re: Statement Form and Period for Preparing Opinion Concerning Tender Offer. Therefore, the Board of Directors of the Company holds its meeting No. 12/2019 on 24 December 2019 to consider the Tender Offer as well as the opinion of Capital One Partners Company Limited, as the Independent Financial Advisor on the Tender Offer and the Board, excluding Mr. Wiluck Lohtong and Mr. Vaksorn Lohtong who are the Tender Offerors, resolved to recommend that the Shareholders should accept the Offeror’s Tender Offer as the Tender Offer price is reasonable and equivalent to the fair value of the Company’s ordinary shares as appraised by the Independent Financial Advisor. In addition, the Tender Offer price is deemed not lower than the highest price calculated based on the criteria specified in case of Tender Offer for delisting of securities according to No. 56 of Notification of the Capital Market Supervisory Board No. TorJor. 12/2554 entitled Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers. In considering whether to accept or reject the Tender Offer, each Shareholder should take into account the opinion of the Company on the Tender Offer in tandem with the Opinion of the Independent Financial Advisor enclosed herewith, and other relevant sources of information deemed reliable may be consulted as part of the consideration. The final decision is primarily at the discretion of each Shareholder. Please be informed accordingly. The opinion of the Company as mentioned above and the opinion of the Company on the Tender Offer (Form 250-2) and the opinion of the Independent Financial Advisor on the Tender Offer have already been sent to shareholders of Siam Sport Syndicate Public Company Limited. Please be informed accordingly.

Yours Sincerely, Siam Sport Syndicate Public Company Limited. - Jarool Vanicha - -Sarayuth Mahawaleerat- (Mr. Mr.Jarool Vanicha) (Mr.Sarayuth Mahawaleerat) Authorized Director Authorized Director

Enclosure 1

Opinion of the Company on the Tender Offer (Form 250-2)

Siam Sport Syndicate Public Company Limited

The Tender Offerors Mr. Wiluck Lohtong and Mr. Vaksorn Lohtong

6 January 2020

“This English language translation of the Tender Offer has been prepared solely for the convenience of the foreign shareholders of Siam Sport Syndicate Public Company Limited and should not be relied upon as the definitive and official document of the Tender Offerors. The Thai language version of the Tender Offer is the definitive and official document of the Tender Offerors and shall prevail in all respects in the event of any inconsistency with this English language translation.”

Content

Page 1. The status of the Company regarding the past and future operating results together with the 3 assumption applied for the forecast 1.1 Company Background and Significant Developments 3 1.2 Business Overview 5 1.3 Shareholder Structure 7 1.4 Board of Directors 9 1.5 Summary of Financial Positions and Operating Performance 9 1.6 Future business outlook 15 2. Opinion on the accuracy of the Company’s information shown in the Tender Offer statement 16 3. Any relationship or agreement between the directors of the Company and the Offerors whether 16 done personally or by the status of directors or the representative of the Offerors which includes the holding of shares in the Offeror and any contract or understanding or agreement between each other in such transaction (such as management etc.) 3.1 Relationship or agreement between the directors of the Company and the Offeror 16 3.2 Shareholding, whether direct or Indirect, by the Offerors or its major shareholders (In the Case 17 the Tender Offeror is a Juristic Person) 3.3 Shareholding, whether direct or indirect, by the Company ness, its major shareholders in the 17 Tender Offerors (In case the Tender Offeror is a juristic person) 3.4 Mutual Agreements or Contracts between the Offeror and the Company or Director of the 17 Company 3.5 Management structure after the Tender Offer 19 4. The Opinion of Board of Directors of the Company to the Securities Holders 20 4.1 Reasons to accept and/or reject the Tender Offer 20 4.2 Opinion and reasons of the individual directors and number of shares held by each of them 22 (only in case where the opinion in 4.1 is not unanimous) 4.3 Benefits or impacts from the plans and policies indicated in the Tender Offer and the viability 22 4.4 Additional Opinion of the Board of Directors of the Business (only in Case of a Tender Offer for 25 Delisting of Securities in Accordance with the Stock Exchange of Thailand’s Requirements) 5. Opinion of Independent Financial Advisor 28

-Translation- Opinion of the Company on the Tender Offer

6 January 2020 To Shareholders of Siam Sport Syndicate Public Company Limited

On 12 December 2019, Siam Sport Syndicate Public Company Limited (hereinafter referred to the “Company” or “Business” or “SPORT”) received the Company’s Tender Offer (Form 247-4) from Mr. Wiluck Lohtong and Mr. Vaksorn Lohtong (Collectively referred to as the “Tender Offerors”) containing the details as follows:

Percentage of Offered Number of Offered Securities Offering Securities Offering Price per Type of Securities Of the Total Of the Total Value2/ Unit1/ Shares/Unit Voting Rights Paid-Up Voting Rights (THB) (THB) Securities (%) (%) Ordinary Shares 3/ 452,214,486 452,214,486 63.73 63.73 0.17 76,876,462.62 Preferred shares ------Warrants ------Convertible debentures ------Other securities (if any) ------Total 63.73 Total 76,876,462.62

Remark: 1/ Tender Offer Price is 0.17 THB/share. which, the shareholders who accept the Tender Offer (each an “Offeree”) are subjected to a brokerage fee of 0.25 percent of the Offer Price and a value added tax (“VAT”) of 7.00 percent of the brokerage fee. Therefore, the net price to be received by the Offeree will be THB 0.169545 (Zero point one six nine five four five) per share 2/ The Offeree will receive payment for the sale of securities in Thai Baht with 2 decimal places in Satang unit. In calculation of the 2 decimal places in Satang Unit, if any fraction is more than or equivalent to THB 0.005, such fraction will be rounded up. If any fraction is less than THB 0.005, such fraction will be rounded down. 3/ Three shareholders of SPORT have Letter of Confirmation not to sell shares in the Tender Offer in which they held a total of 147,074,540 ordinary shares representing 147,074,540 voting rights or 20.73 percent of the total paid-up shares and total voting rights of SPORT Therefore, the amount ordinary shares which are subject to the Delisting Tender Offer are 305,139,946 ordinary shares, representing 305,139,946 voting rights ot 43.00 percent of the total paid-up shares and total voting rights of SPORT, equivalent to THB 51,873,790.82. The detail is following.

Ordinary Shares Shares Percentage of total paid-up Offering Value shares and total voting Price per (THB) rights of the Company Unit (THB) Ordinary shares that 3 shareholders intending 147,074,540 20.73 0.17 25,002,671.80 not to sell Ordinary shares remaining for the Tender Offer 305,139,946 43.00 0.17 51,873,790.82 Total 452,214,486 63.73 76,876,462.62

This Tender Offer is for delisting of securities from being the listed securities on the Stock Exchange of Thailand (“SET”). The Offer Period will be a total of 45 business days, or from 13 December 2019 to 18 February 2020 during the office hours of the Tender Offer Agent, from 9:00 a.m. to 4:00 p.m. The Offer Price and Offer Period mentioned above are final offer and final period. The Tender Offerors shall not change the Offer Price and not extend the Offer Period. However, the Tender Offerors may change the Tender Offer if there any following condition occurs.  The Tender Offerors may reduce the Offer Price or extend the Offer Period in the case of occurrence of any event or action during the Offer Period, causing severe damage to the status or assets of SPORT  The Tender Offerors may change the offer or extend the Offer Period to complete with another offeror who has submitted a tender offer for shares of SPORT during the Offer Period. The Tender Offerors may cancel the Tender Offer upon the occurrence of one or more of the following events. 1) any event or act occurring after the Tender Offerors’s submission of the Tender Offer to the SEC but within the Offer Period, which causes or may cause severe damage to the status or the assets of SPORT, where such event or action has not resulted from the acts of the Tender Offerors or any act for which the Tender Offerors is responsible; or 2) an occurrence of any event that cease the requesting for delisting of SPORT’s securities from being the listed securities on the SET.

The Company has considered the Tender Offer by taking into consideration of the shareholders’ interest and rendered the opinion based on the considerations as follows:

1. The status of the Company regarding the past and future operating results together with the assumption applied for the forecast

1.1 Company Background and Significant Developments Siam Sport Syndicate Public Company Limited, hereby referred as the Company, commercially known as Siamkeela, is the sport and recreation business conductor. The Company was found by Mr. Ravi Lohthong who was a former chief editor of Thairath newspaper’s sport section. The Company’s initial registered capital was 500,000 Baht, and it published “Keela Siam” magazine as the Company’s first print media (withhold in 1973). After that, it produced other magazines, and one of them, “Star’s Soccer” magazine, was very popular and brought good reputation to the Company. In 1985, the Company published “Siam Sport daily” newspaper, the first sport daily newspaper in Thailand. Since then, the Company has published many new print media consistently. Currently, the Company publishes 7 daily newspapers and 20 sport and entertainment magazines approximately. Apart from print business, the Company has expanded to other businesses such as television business, digital media business, and event business. Importance developments in the last 5 years 2014 - The Company transferred the website business to Siam Sport Digital Media Company Limited, the Company’s subsidiary which the Company owns 100% of the shares, in order to comply with the restructuring of business. Also, the Company has raised the registered capital of Siamsport Digital Media Company Limited. to 100,000,000 Baht. - The Company sold the investment in Siam Sport Television Company Limited, the Company’s subsidiary which the Company owns 100% of the shares, to I-Sport Company Limited in order to comply with the restructuring of business. - The Company dissolved two subsidiary companies which are Siam Sport Media Management Company Limited and Siam Sport Book Company Limited, and transferred them to the parent company in order to comply with the restructuring of business. - The Company raised the registered capital of Cournot & Nash Company Limited, the Company’s subsidiary which the Company owns 100% of the shares, in order to comply with the restructuring of business. Cournot & Nash Company Limited has conducted event organizing business. 2015 - The Company sold the investment in Inspire Entertainment Company Limited, the Company’s subsidiary which the Company owns 100% of the shares, to the outsider in order to comply with the restructuring of business. 2016 - The Company sold the investment in I-Sport Company Limited, the Company’s joint venture company, to the outsider for 12.5% of the shares while the Company remained holding 37.5% shares of I-Sport Company Limited. The reason why the Company sold this investment is to increase the Company’s capital to run the business and to increase the Company’s liquidity.

2017 - There was the MOU signing ceremony between Siam Sport Digital Media Company Limited and BEIN SPORT ASIA PTE. LIMITED. As the two companies cooperated, the Company’s customers can watch the European football highlights on the Company’s website legally. - There was the distribution of the new ordinary shares to the existing shareholders in the amount not exceeding 376,807,087 shares. - The Company raised the capital of two subsidiary companies which were Siam Sport Digital Media Company Limited for the amount of 45,000,000 Baht and Cournot & Nash Company Limited for the amount of 75,000,000 Baht. - Matichon Public Company Limited has hired the Company to print and distribute every print media of Matichon group. - The Company had the joint investment with MFEC Public Company Limited in order the found the joint ventured company named Digital Savvy Company Limited which conduct the business of ticket selling of sport events, entertainment events, and exhibition shows. - The Company bought the investment (common share) of Siam Print Company Limited in the amount of 699,997 shares with the total value of 132,000,000 Baht in cash. The source of the investment cash was the overdue money from Kirin Printing Company Limited. For this reason, the Company found this newly acquired company into its subsidiary in 2018. 2018 - The Company distributed the new ordinary shares in the amount not exceeding 2,011,605,593 shares in order to sell to existing shareholders on the rights offering basis in the amount not exceeding 1,369,097,361 shares. This new ordinary shares distribution was conducted in order to support the exercise of warrants to purchase new ordinary shares of the Company for the 7th time (“SPORT-W7”) in the amount not exceeding 456,365,787 shares, and in order to support the adjustment of the rights of warrants to purchase new ordinary shares the Company for the 5th time (“SPORT-W5”) in the amount not exceeding 186,142,445 shares. 2019 - The Company raised the capital of Digital Savvy Company Limited, the Company’s joint venture company, in the amount of 5,000,000 Baht in April 2019.

On 6 September 2019, the Board of Directors’ meeting no. 9/2019 has resolved to approve the delisting of the Company’s securities from being the listed securities on the Stock Exchange of Thailand (“SET”) in accordance with September 6, 2019, the Company received a Letter of Intention to make a tender offer for the entire securities of the Company for delisting the securities of the Company from the SET from Mr. Wiluck Lohtong and Mr. Vaksorn Lohtong, the major shareholders of the Company holding an aggregate of 36.27 percent of the total paid-up shares of the Company. On 30 October 2019, the Extraordinary shareholder’ General meeting no. 2/2019 has resolved to approve the delisting of the Company’s securities from being the listed securities on the Stock Exchange of Thailand (“SET”) by voting of 82.81 percent of the total issued and paid-up shares of SPORT and no veto rights exceed 10 percent of the total issued and paid-up shares of SPORT. In addition, on 11 November 2019, the SET approved the Delisting.

1.2 Business Overview The Company operates business about sports and entertainment as a publisher and distributor of publications related to sport, entertainment and others, including daily newspapers, sport magazine, entertainment magazine, and producer of media and publication, event organizer for sport and entertainment, and investor in subsidiaries and associated companies. Its business are as follows: (1) Publications Business Newspapers and magazines publications of the Company are as follows: Newspapers The Company is a publisher and distributor of 9 newspapers consisting of Siam Sport daily, Muay daily, Star’s Soccer daily, Sport Pool daily, Sportman daily, Talad Looknang daily, Football Siam daily, Siamdara daily and Muay Ded. (Currently, Muay daily, Football Siam daily and Siamdara daily are produced as inserted part of Siam Sport daily.) Magazine At the present, the Company has groups of magazines as follows:  Football: Star Soccer, Football Siam  Boxing: Muay Siam, Muay Loak  Others: Foreign football club magazines  Entertainment: Entertain (2) TV Business TV Business has 4 types as follows: 1) Satellite television stations operated by Siam Sport Television Co., Ltd. for T-Sports Channel owned by Sport Authority of Thailand. Revenue comes from program production and advertising. 2) TV Program There are both regular program and special program. Special program will be operated only in the period of major football matches such as the World Cup, Euro Cup, the Company will contact the rental of airtime from the TV station to find sponsors to support the program which is recorded as advertising. The program will be a report on the results in the past, important statistics, and report the result. Currently, the analysis and criticism of the match will perform before the start of the match, present the competition program. In addition, the show host, the Company uses its own reporters and hires outsiders. Regular program operates by Siam Sport Television Co., Ltd. consists of; World Soccer and Sport on Modern 9 Channel every Saturday 23.30-00.00 hrs. 3) Provide Live Broadcast Signals operates by Siam Sport Television Co., Ltd. by production of live broadcast of the professional football league of Thailand such as Thai Premier League football, Thailand National Games, Thailand National Youth Games, Thailand Para National Games, Thailand Senior National Games and other sports programs in national and international level of various sport associations. 4) Produce TV contents operates by Siam Sport Television Co., Ltd. which currently provides a production for TV.

(3) Event Business Operated under Cournot and Nash Co., Ltd, a subsidiary, which mainly manages sports and entertainment events. It is organized annually and organizes its events and co-ordinates its events with other partners. (4) Digital Media Business It is a new business operating under a subsidiary company which is Siam Sport Digital Media Co., Ltd., its products include; 1) Website consists of www.siamsport.co.th www.siamdara.com www.fhm.in.th www.girldaily.com 2) Application/VDO clip, YouTube, Facebook, LINETV and other social media 3) Content creation (5) Ticket Business It is a new business operating under subsidiary, Digital Savvy Co., Ltd., conducting the tickets selling business including the installation of ticketing system and advertising service. (6) Printing Business It is a new business operating under subsidiary, Siam Print Co., Ltd., conducting the complete printing house following the concept of “one-stop printing facility” offering the services from printing production plan, original print job creation, pages layout plan, color separation, printing plate creation, offset printing (both sheet feeding and roll feeding systems), folding and gluing service

SPORT has shareholding structure of the subsidiaries and associated companies as follows:

Subsidiaries Companies Paid-up % of Type of Business Capital (THB) shareholding 1. Cournot & Nash Co., 145,000,000 100 Organizing events such as Miss Teen Thailand, Ltd. Bangkok International Auto Salon, etc. and managing Muangthong Thani Stadium (SCG Stadium) and Thunder Dome. 2. Siam Sport Digital 145,000,000 100 Digital media for sports and entertainment Media Co., Ltd. 3. Siam Print Co., Ltd. 70,000,000 100 Printing of publications in complete printing house 4. Siam Sport Media 5,000,000 100 Advertising agencies and organizing sports tournament Management Co., Ltd. (Dormant) 5. Siam Sport Books Co., 5,000,000 100 Distribution of sports books and recreation (Dormant) Ltd. 6. Digital Savy Co., Ltd. 40,000,000 50 Service of tickets selling system including the installation of ticketing system and advertising service

Associated Companies Paid-up % of Type of Business Capital (THB) shareholding 7. I-Sport Co., Ltd. 120,000,000 37.5 Sports information services through interactive multimedia Companies held by Paid-up % of Type of Business Associated Companies Capital (THB) shareholding 8. Siam Sport Television 60,000,000 100 TV Business Co., Ltd. 9. I-Sport Media Co., Ltd. 1,000,000 100 Digital TV Bidding and services (Dissolution and liquidation on 12 June 2018) Source: SPORT and Form 56-1 as of Quarter 2/019

1.3 Shareholding Structure (1) Shareholders list prior to the Tender Offer Top 10 shareholders on the latest share register book of the Business as of 29 November 2019 is as follows: Name No. of shares Percentage of total Percentage of total paid-up shares of the voting rights of the Business Business 1. Lohtong Family Mr. Vaksorn Lohtong 128,931,188 18.17 18.17 Mr. Wiluck Lohtong 128,427,632 18.10 18.10 Mrs. Somluck Lohtong 102,317,395 14.42 14.42 Mr. Ravi Lohtong 43,227,445 6.09 6.09 Lohtong Holding Co., Ltd. (5) 1,529,700 0.22 0.22 Total 404,433,360 57.00 57.00 2. Mr. Phaithun Chutimakornkul 45,364,163 6.39 6.39 3. Samart Digital Media Co., Ltd. (1) 29,150,379 4.11 4.11 4. Ms. Chantana Siritanakorn 21,517,618 3.03 3.03 5. Ms. Wannee Rojanawanichkarn 20,312,123 2.86 2.86 6. Mr. Somchai Wongsakullert 14,800,000 2.09 2.09 7. Ms. Supa Hongtong 13,137,721 1.85 1.85 8. Mr. Chamroen Tangtrakultham 12,653,000 1.78 1.78 9. Ms. Wanwisa Tangtrakultham 10,000,000 1.41 1.41 10. Mr. Pongsiri Nantasiri 9,886,300 1.39 1.39 Total of top 10 shareholders 581,254,664 81.92 81.92 Others 128,318,642 18.08 18.08 Total 709,573,306 100.00 100.00 Source: The Company and the latest share register book from Thailand Securities Depository (“TSD”) Remark

(1) Samart Digital Media Co., Ltd. has major shareholders as of 30 April 2019 (based on latest information available as of the Tender Offer Submission date) as follows: Shareholders Name No. of shares % Shareholding 1. Samart Digital Public Company Limited (“SDC”) (2) 1,999,997 100.00 Others (< 5% shareholding) 3 0.00 Total 2,000,000 100.00 Source http://corpus.bol.co.th/ (2) Samart Digital Public Company Limited (“SDC”) has major shareholders as of 19 March 2019 (based on latest information available as of the Tender Offer Submission date) as follows: Shareholders Name No. of shares % Shareholding 1. Samart Corporation Public Company Limited (“SAMART”) (3) 9,364,737,000 82.70 Others (< 5% shareholding) 1,959,686,218 17.30 Total 11,324,423,218 100.00 Source www.set.or.th (3) Samart Corporation Public Company Limited (“SAMART”) has major shareholders as of 19 March 2019 (based on latest information available as of the Tender Offer Submission date) as follows: Shareholders Name No. of shares % Shareholding 1. Vilailuck International Holding Co., Ltd. (4) 149,072,200 14.81 2. Mr. Watchai Vilailuck 126,277,160 12.55 3. Mr. Charoenrath Vilailuck 112,704,960 11.20 Others (< 5% shareholding) 618,449,590 61.44 Total 1,006,503,910 100.00 Source www.set.or.th (4) Vilailuck International Holding Co., Ltd. has major shareholders as of 30 April 2019 (based on latest information available as of the Tender Offer Submission date) as follows: Shareholders Name No. of shares % Shareholding 1. Mr. Charoenrath Vilailuck 1,211,020 24.22 2. Mr. Watchai Vilailuck 1,211,020 24.22 3. Mr. Thananan Vilailuck 859,320 17.19 4. Ms. Sarintip Vilailuck 859,320 17.19 5. Mrs. Sukanya Vilailuck 859,320 17.19 Total 5,000,000 100.00 Source http://corpus.bol.co.th/ (5) Lohtong Holding Co., Ltd. has major shareholders as of 30 April 2019 (based on latest information available as of the Tender Offer Submission date) as follows: Shareholders Name No. of shares % Shareholding 1. Mr. Ravi Lohtong 625,000 25.00 2. Mrs. Somluck Lohtong 625,000 25.00 3. Mr. Wiluck Lohtong 625,000 25.00 4. Mr. Vaksorn Lohtong 625,000 25.00 Total 2,500,000 100.00 Source http://corpus.bol.co.th/ Remark Lohtong Holding Co., Ltd. has total of 4 directors which are 4 shareholders above. The authorized directors are two directors co-sign with company’s seal.

(2) Potential shareholding structure after the Tender Offer In case all the shareholders of the Business are accepting this Tender Offer except 3 shareholders who have Letter of Confirmation not to sell shares in the Tender Offer in which they held a total of 147,074,540 ordinary shares, representing 20.73 percent of the total issued and paid-up shares of SPORT, details are appeared on Attachment 2 of Tender Offer document. List of shareholders are as follows: Name No. of shares Percentage of total Percentage of paid-up shares of the total voting rights Business of the Business The Tender Offerors and person under Section 258 of the Tender Offerors 1. Mr. Vaksorn Lohtong 281,501,161 39.67 39.67 2. Mr. Wiluck Lohtong 280,997,605 39.60 39.60 Three Shareholders confirming not to sell shares in this Tender Offer 3. Mrs. Somluck Lohtong 102,317,395 14.42 14.42 4. Mr. Ravi Lohtong 43,227,445 6.09 6.09 5. Lohtong Holding Co., Ltd.* 1,529,700 0.22 0.22 Total 709,573,306 100.00 100.00 Remark * Lohtong Holding Co., Ltd. has major shareholders as of 30 April 2019 as follows: Shareholders Name No. of shares % Shareholding 1. Mr. Ravi Lohtong 625,000 25.00 2. Mrs. Somluck Lohtong 625,000 25.00 3. Mr. Wiluck Lohtong 625,000 25.00 4. Mr. Vaksorn Lohtong 625,000 25.00 Total 2,500,000 100.00 Source http://corpus.bol.co.th/

1.4 The Board of Directors (1) The Board of Directors prior to the Tender Offer Name Position 1. Mr. Wiluck Lohtong Chairman of The Board of Directors / Chairman of The Executive Committee 2. Mr. Jarool Vanicha Vice Chairman of The Board of Directors 3. Mr. Sarayuth Mahawaleerat Managing Director / Director 4. Mr. Vaksorn Lohtong Director 5. Mr. Tuaythep Vaidyanond Director 6. Mr. Olarn Chuabang Director 7. Mr. Thananan Vilailuck Director 8. AM Nigon Chumnankul Director 9. Mr. Somchai Krusuansombat Director

Name Position 10. Mr. Pradit Nitiyanant Independent Director 11. Mr. Sumeth Jenjesda Independent Director / Chairman of The Audit Committee 12. Mr. Kitti Cheenaket Independent Director / Audit Committee 13. Mr. Pairuch Sahamethapat Independent Director / Audit Committee 14. Mr. Vichai Jedee Independent Director / Audit Committee

(2) Potential Board of Directors after the Tender Offer During the period of 12 months after the Tender Offer Period, the Tender Offerors do not have any plan to change the Board of directors except in the case where the directors resign. Additionally, when the Business is not the listed company on the SET, the Tender Offerors may consider the appropriateness and possibility in reducing the number of directors to reflect the status as a non-listed company. The Business is no longer obliged to meet its requirement as a listed company on the SET, including the obligation on the Board of Directors’ structure requiring at least one-third of its directors to be independent directors or at least 3 independent directors and requiring at least 3 audit committees in accordance with Rules of the Stock Exchange of Thailand Re Listing of Ordinary Shares or Preferred Shares as Listed Securities, B.E.2558 etc. However, the numbers of directors shall not less than specified by the Public Limited Company Act B.E. 2558 (as amended) which requires at least 5 directors, provided that not less than one half of the total number of directors must have a residence in Thailand.

1.5 Summary of Financial Positions and Operating Performance

Statements of Profit or Loss (Consolidated) as of 30 December 2016 – 30 September 2019 2016 2017 2018 3Q/2019 Unit: THB Million THB Million % THB Million % THB Million % THB Million % Revenues from sales and services 801.4 73.4% 756.4 68.6% 972.1 75.5% 607.8 82.1% Revenues from advertisement 226.5 20.8% 266.1 24.1% 206.3 16.0% 82.8 11.2% Other Revenue 63.4 5.8% 79.9 7.2% 109.9 8.5% 49.7 6.7% Total Revenues 1,091.3 100.0% 1,102.4 100.0% 1,288.3 100.0% 740.3 100.0% COST OF SALES AND SERVICES (887.2) -81.3% (820.2) -74.4% (1,025.0) -79.6% (646.0) -87.3% Gross Profit 204.1 18.7% 282.2 25.9% 263.2 24.1% 94.2 12.7% Selling & Administrative expenses (322.0) -29.5% (396.4) -36.0% (344.9) -26.8% (245.6) -33.2% Loss on impairment of copyrights 0.0 0.0% 0.0 0.0% 0.0 0.0% (3.6) -0.5% Loss from impairment of goodwill 0.0 0.0% 0.0 0.0% 0.0 0.0% (5.8) -0.8% (Bad and doubtful debts) reversal (83.5) -7.7% 31.0 2.8% (5.8) -0.4% (21.4) -2.9% Loss from canceling activities (70.4) -6.5% 0.0 0.0% 0.0 0.0% 0.0 0.0% Management compensation (36.0) -3.3% (25.3) -2.3% (21.7) -1.7% (15.5) -2.1% Loss from impairment 0.0 0.0% 0.0 0.0% 0.0 0.0% 0.0 0.0% Finance costs (62.8) -5.8% (64.8) -5.9% (57.4) -4.5% (38.0) -5.1% Total Expenses (574.8) -52.7% (455.5) -41.3% (429.7) -33.4% (330.0) -44.6%

2016 2017 2018 3Q/2019 Unit: THB Million THB Million % THB Million % THB Million % THB Million % Share of profit from investment in 11.6 1.1% (20.0) -1.8% 3.0 0.2% 6.7 0.9% associated company Profit (loss) before tax (359.1) -32.9% (193.3) -17.5% (163.4) -12.7% (229.0) -30.9% Tax Expenses 1.0 0.1% (6.8) -0.6% (8.9) -0.7% (4.7) -0.6% Profit (loss) net (358.0) -32.8% (200.1) -18.2% (172.3) -13.4% (233.7) -31.6% Source: The Company’s consolidated financial statements, which are audited and reviewed by the auditors approved by the SEC

Statement of Financial Position (Consolidated) as of 30 December 2016 – 30 September 2019 Y2016 (Restated) Y2017 (Restated) Y2018 3Q/2019 Unit: THB Million THB Million % THB Million % THB Million % THB Million % ASSETS Cash and cash equivalents 15.2 0.9% 50.5 3.8% 27.7 1.7% 18.3 1.4% Trade and other current receivables - net 372.8 22.4% 306.7 23.1% 360.9 22.4% 321.1 24.6% Short-term loans to subsidiary Short-term loans to related companies 22.1 1.3% 28.1 2.1% 22.1 1.4% 22.3 1.7% Short-term loans to other companies 0.8 0.0% 0.0 0.0% 0.0 0.0% 0.0 0.0% Inventories - net 155.3 9.3% 38.2 2.9% 34.5 2.1% 23.3 1.8% Other current assets Bartering inventories from service 5.0 0.3% 6.2 0.5% 6.4 0.4% 8.3 0.6% Others 2.9 0.2% 2.9 0.2% 6.6 0.4% 5.6 0.4% Non-current assets or disposal groups 0.0 0.0% 0.0 0.0% 133.0 8.3% 0.0 0.0% classified as held for sale Total Current Assets 574.1 34.4% 432.7 32.6% 591.3 36.7% 399.0 30.6% Restricted deposits at financial institutions 61.0 3.7% 31.1 2.3% 31.1 1.9% 3.1 0.2% Investment in subsidiaries - net 0.0 0.0% 0.0 0.0% 0.0 0.0% 0.0 0.0% Investment in associated company - net 44.9 2.7% 25.1 1.9% 28.1 1.7% 34.9 2.7% Other long-term investments 0.0 0.0% 0.0 0.0% 0.0 0.0% 0.0 0.0% Long-term loans to subsidiaries companies 0.0 0.0% 0.0 0.0% 0.0 0.0% 0.0 0.0% Investments properties - net 52.6 3.2% 52.6 4.0% 59.9 3.7% 59.9 4.6% Property, plant and equipment - net 405.9 24.3% 371.8 28.0% 573.5 35.6% 537.3 41.1% Intangible assets - net 12.2 0.7% 11.7 0.9% 28.6 1.8% 21.7 1.7% Goodwill 0.0 0.0% 0.0 0.0% 5.8 0.4% 0.0 0.0% Deferred tax assets 26.0 1.6% 21.8 1.6% 16.4 1.0% 14.5 1.1% Other non-current assets Prepaid leasehold right 146.9 8.8% 137.4 10.4% 120.1 7.5% 107.1 8.2% Deposit and guarantee 1.6 0.1% 0.7 0.1% 0.5 0.0% 0.4 0.0% Advance payment to printing service 250.3 15.0% 13.5 1.0% 16.2 1.0% 13.4 1.0% providers - net Withholding income tax 89.5 5.4% 94.1 7.1% 137.6 8.5% 114.6 8.8% Advance payment for investment in a subsidiary 0.0 0.0% 132.0 10.0% 0.0 0.0% 0.0 0.0% Others 2.0 0.1% 2.0 0.2% 1.0 0.1% 0.0 0.0% Total Non-Current Assets 1,093.0 65.6% 893.8 67.4% 1,018.9 63.3% 906.9 69.4%

Y2016 (Restated) Y2017 (Restated) Y2018 3Q/2019 Unit: THB Million THB Million % THB Million % THB Million % THB Million % Total Assets 1,667.1 100.0% 1,326.5 100.0% 1,610.2 100.0% 1,305.9 100.0% LIABILITIES AND SHAREHOLDERS'

EQUITY Bank overdrafts and short-term borrowings 840.9 50.4% 657.6 49.6% 753.2 46.8% 653.0 50.0% from financial institutions Trade and other current payables 200.1 12.0% 220.3 16.6% 339.8 21.1% 292.8 22.4% Advance received 264.9 15.9% 256.8 19.4% 311.6 19.4% 261.8 20.0% Assets acquisition payable 2.5 0.2% 3.7 0.3% 15.3 0.9% 11.6 0.9% Current portion of liabilities under 0.8 0.0% 0.7 0.1% 3.4 0.2% 2.0 0.1% financial lease agreements Current portion of long-term borrowings 50.1 3.0% 0.0 0.0% 62.1 3.9% 62.1 4.8% from financial institutions Short-term borrowings from subsidiaries Short-term borrowings from related company 6.0 0.4% 0.0 0.0% 12.6 0.8% 90.0 6.9% Short-term borrowings from related persons 3.3 0.2% 1.3 0.1% 0.6 0.0% 7.3 0.6% Short-term borrowings from others 3.0 0.2% 0.0 0.0% 1.7 0.1% 30.3 2.3% Total Current Liabilities 1,371.6 82.3% 1,140.4 86.0% 1,500.2 93.2% 1,410.8 108.0% Liabilities under financial lease 0.5 0.0% 1.0 0.1% 1.5 0.1% 0.4 0.0% agreements - net Long term loan - net 7.3 0.4% 0.0 0.0% 0.0 0.0% 0.0 0.0% Non-current provisions for employee benefit 50.6 3.0% 57.4 4.3% 61.3 3.8% 57.2 4.4% Deferred tax liabilities 3.8 0.2% 5.2 0.4% 19.7 1.2% 26.0 2.0% Other non-current liabilities 13.2 0.8% 12.6 1.0% 11.7 0.7% 10.6 0.8% Total Non-Current Liabilities 75.3 4.5% 76.2 5.7% 94.2 5.8% 94.2 7.2% Total Liabilities 1,447.0 86.8% 1,216.7 91.7% 1,594.4 99.0% 1,505.0 115.3% Authorized share capital 471.0 28.3% 937.5 70.7% 2,562.2 159.1% 2,562.2 196.2% Issued and paid-up share capital 376.8 22.6% 456.4 34.4% 709.6 44.1% 709.6 54.3% Share premium on ordinary shares 297.4 17.8% 297.4 22.4% 94.8 5.9% 94.8 7.3% Deficits (454.1) -27.2% (658.9) -49.7% (828.1) -51.4% (1,026.9) -78.6% Other components of shareholders' equity 0.0 0.0% 0.0 0.0% 27.6 1.7% 8.4 0.6% Total Shareholders’ Equity - parent 220.1 13.2% 94.9 7.2% 3.9 0.2% (214.0) -16.4% company Non-controlling interests 0.0 0.0% 14.9 1.1% 11.9 0.7% 14.9 1.1% Total Shareholders' Equity 220.1 13.2% 109.8 8.3% 15.8 1.0% (199.2) -15.3% Total Liabilities and Shareholders' 1,667.1 100.0% 1,326.5 100.0% 1,610.2 100.0% 1,305.9 100.0% Equity Source: The Company’s consolidated financial statements, which are audited and reviewed by the auditors approved by the SEC

Analysis of financial positions and operating results Revenue from sales and services - In 2016 the Company’s revenue from sales and services has declined by THB 198.4 million or equivalent to 19.84% from last year, as a result of the economic recession which caused some clients to decrease their spending on books

- In 2017 the Company’s revenue from sales and services has declined by THB 45.0 million or equivalent to 5.61% from last year, since the overall economy remained sluggish, some of the events has been postponed to 2018, and the overall media industry was in a steady state - In 2018, the Company’s revenue from sales and services has increased by THB 215.7 million or equivalent to 28.52% from last year, since the Company acquired the common stocks of Siam Print Co., Ltd., which led to the revenue recognition from that company since 1 January 2018. - In 3Q/2019, the Company’s revenue from sales and services has declined by THB 114.0 million or equivalent to 15.8% from the same period in the last year, since the economy still remains sluggish and the overall media industry tends to get worse as a result of the lower amount of orders.

Revenue from advertising - In 2016, the Company’s revenue from advertising has declined by THB 785.7 million or equivalent to 77.63% from last year, as a result of the disappearance of the benefits management revenue from The Football Association of Thailand under the Patronage of his majesty the King, and the economic recession which caused some clients to decrease their advertising budget. - In 2017, the Company’s revenue from advertising has increased by THB 785.7 million or equivalent to 17.49% from last year, since the Company has made a contract on media barter in order to promote client’s activities. - In 2018, the Company’s revenue from advertising has declined by THB 59.8 million or equivalent to 22.48% from last year, as a result of the economic recession which caused some clients to decrease their advertising budget. - In 3Q/2019, the Company’s revenue from advertising has declined by THB 53.3 million or equivalent to 39.18% as a result of the economic recession which caused some clients to decrease their advertising budget.

Cost of sales and services - In 2016, the Company’s cost of sales and services has declined by THB 789.4 million or equivalent to 47.08 from last year, as a result of the disappearance of the benefits management revenue from The Football Association of Thailand under the Patronage of his majesty the King. - In 2017, the Company’s cost of sales and services has declined by THB 67.0 million or equivalent to 7.56%, since the Company has started to control and decrease expenses in some departments, together with some events that have been postponed to 2018. - In 2018, the Company’s cost of sales and services has increased by THB 204.9 million or equivalent to 24.98% from last year, since the Company acquired the common stocks of Siam Print Co., Ltd, which led to the cost of sales and services recognition from that company since 1 January 2018. - In 3Q/2019, the Company’s cost of sales and services has declined by THB 112.6 million or equivalent to 14.84% from last year, as a result of the lower amount of production and the continuing expenses control.

Selling & Administrative expenses and Finance costs - In 2016, the Company’s selling & administrative expenses and finance costs has increased by THB 8.0 million or equivalent to 2.12% from last year. - In 2017, the Company’s selling & administrative expenses and finance costs has increased by THB 76.4 million or equivalent to 19.84% from last year, as a result of the increase in media barter expense to promote the Company’s activities, and also the compensation of laid-off employees, due to the downsizing policy.

- In 2018, the Company’s selling & administrative expenses and finance costs has declined by THB 59.0 million or equivalent to 12.79% from last year, since the Company and its subsidiaries has controlled and reduced expenses. - In 3Q/2019, the Company’s selling & administrative expenses and finance costs has increased by THB 9.3 million or equivalent to 3.16% from last year, since the Company has reduced its employees, which caused the Company to be responsible for the compensation of laid-off employees.

Profit (loss) net - In 2016, the Company’s net loss has increased by THB 323.3 million or equivalent to 931.58% from last year, as a result of the decreasing revenue, the recorded loss from the activities cancellation of THB 70.4 million, and the increase in bad and doubtful debts of THB 78.5 million. - In 2017, the Company’s net loss has declined by THB 157.9 million or equivalent to 44.11% from last year, since there was no loss from the activities cancellation of THB 70.4 million, and bad and doubtful debts (reversal) has declined by THB 114.5 million from receiving receivables from major supplier - In 2018, the Company’s net loss has declined by THB 27.8 million or equivalent to 13.88%, as a result of the increase of THB 14.6 million in reversal of land impairment and the increase of THB 60.3 million in other revenue. THB 44.9 million of which comes from selling old newspapers. - In 3Q/2019, the Company’s net loss has increased by THB 107.0 million or equivalent to 84.39% from last year, since the total revenue has declined by THB 213.4 million together with the decrease of THB 114.0 million in revenue from sales, the decrease of THB 53.3 million in revenue from advertising and the decrease of THB 46.1 million in other revenue. Furthermore, there were the increase of THB 14.8 million in bad and doubtful debts and the compensation of laid-off employees.

Total Assets - In 2016, the Company and its subsidiaries had total assets of THB 1,667.1 million, comparing to the last year which had total assets of THB 2,071.0 million. The decrease of THB 404.0 million or equivalent to 19.51% is resulted from a decrease of THB 662.4 million in current assets, consisting of a decrease of THB 534.4 million in trade receivable, and a decrease of THB 115.5 million in net inventories. - In 2017, the Company and its subsidiaries had total assets of THB 1,326.5 million, comparing to the last year which had a total assets of THB 1,667.1 million. The decrease of THB 340.6 million or equivalent to 20.43 is resulted from a decrease of THB 117.1 million, as a result of the appropriate ordering amount of raw materials, and the advance payment to printing services providers has decreased by THB 236.8 million, which resulted from receiving the payment of major supplier Trade and other current receivables has decreased by THB 66.1 million while the advance payment for investment in a subsidiary has increased by THB 132.0 million, by acquiring the common stocks of Siam Print Co., Ltd. - In 2018, the Company and its subsidiaries had total assets of THB 1,602.2 million, comparing to the last year which had total assets of THB 1,326.5 million. The increase of THB 283.7 million or equivalent to 21.38% is resulted from an increase of THB 201.7 million in property, plant, and equipment, which occurred from acquiring the common stocks of Siam Print Co., Ltd., causing the recognition of the increasing asset. Furthermore, the non-current assets or disposal groups classified as held for sale has increased by THB 133.0 million, resulted from the land sale and purchase agreement that has been made between the Company and LohTong Holding Co.,Ltd., since the Company has received the deposit of THB 60.0 million. - As of 30 September 2019, the Company and its subsidiaries had total assets of THB 1,305.9 million, comparing to the same period of 2018, which had total assets of THB 1,610.2 million. The decrease of THB 304.3 million or equivalent to

18.90% is resulted from the sale and transfer of ownership of a plot of land, causing a decrease of THB 133.0 million in the non-current assets or disposal groups classified as held for sale, together with a decrease of THB 39.9 million in trade receivables, a decrease of THB 36.2 million in property, plant and equipment, and a decrease of THB 28.0 million in restricted deposits at financial institutions.

Total Liabilities - In 2016, the Company and its subsidiaries had total liabilities of THB 1,447.0 million, comparing to the last year, which had total liabilities of THB 1,499.4 million. The decrease of THB 52.4 million or equivalent to 3.50% is resulted from a decrease of THB 42.9 million in the long-term loan. - In 2017, the Company and its subsidiaries had total liabilities of THB 1,216.7 million, comparing to the last year, which had total liabilities of THB 1,447.0 million. The decrease of THB 230.3 million or equivalent to 15.92% is resulted from a decrease of THB 183.3 million in bank overdrafts and short-term borrowings from financial institutions, and a decrease of THB 50.1 million in the current portion of long-term borrowings from financial institutions. - In 2018, the Company and its subsidiaries had total liabilities of THB 1,594.4 million, comparing to the last year, which had total liabilities of THB 1,216.7 million. The increase of THB 377.7 million or equivalent to 31.05% is resulted from an increase of THB 95.5 million in bank overdrafts and short-term borrowings from financial institutions, an increase of THB 119.6 million in trade and other current payables, an increase of THB 54.8 million in advance received, and an increase of THB 62.1 million in the current portion of long-term borrowings from financial institutions - As of 30 September 2019, the Company and its subsidiaries had total liabilities of THB 1.505.0 million, comparing to the last year, which had total liabilities of THB 1,594 million. The decrease of THB 89.4 million or equivalent to 5.61% is resulted from a decrease of THB 100.2 million in bank overdrafts and short-term borrowings from financial institutions, since the Company has paid off the debts on time.

Total shareholders’ equity - In 2016, the Company and its subsidiaries had the shareholders’ equity of THB 220.1 million, comparing to the last year, which had the shareholders’ equity of THB 571.6 million. The decrease of THB 351.5 million or equivalent to 61.50% is resulted from the Company’s net loss. - In 2017, the Company and its subsidiaries had the shareholders’ equity of THB 109.8 million, comparing to the last year, which had the shareholders’ equity of THB 220.1 million. The decrease of THB 110.3 million or equivalent to 50.1% is resulted from the Company’s net loss. - In 2018, the Company and its subsidiaries had the shareholders’ equity of THB 15.8 million, comparing to the last year, which had the shareholders’ equity of THB 109.8 million. The decrease of THB 94.1 million or equivalent to 85.65% is resulted from the Company’s net loss. - As of 30 September 2019, the Company and its subsidiaries had the shareholders’ equity of THB (199.2) million, comparing to the same period of the last year, which had the shareholders’ equity of THB 15.8 million. The decrease of THB 214.9 million or equivalent to 1,363.12% is resulted from the Company’s net loss. 1.6 Future business outlook The performance of the past 5 years, the Company’s revenue has decreased direction and suffered losses, as the Company’s main revenue comes from publications of newspapers and magazines, which are severely affected by Digital Disruption.

Every channel of digital technology is popular and can be accessed easily and uncomplicated, making it popular quickly and widely. Which causes changes in media consumption behavior, as fewer people read newspapers and magazines because data can be tracked through websites and online media, and such popular technology is the main reason that affects the revenue from sales of publications of the Company. Which every publishing company is also affected, and with the economic downturn also resulted of the customers use the advertising budget to decrease, this is another factor that cause the Company’s revenue to decrease. In the next 12 months, the impact of Digital Disruption is expected to increase. The Board of Directors has a solution to the problem by expanding the logistics, newspaper dealer and printing jobs. The Company has plans to develop CONTENT sports and entertainment out in various media such as digital, Tv, etc. in order to increase the channels to make more revenue and issue measures to reduce costs and control cost. Although such an approach may not be able to compensate for the reduce revenue in 1-3 years, the status of the Company may not be obviously improved in the near term. But the Board of Directors will try to manage the business to maximize the benefits for the Company and shareholders. 2. Opinion on the accuracy of the Company’s information shown in the Tender Offer statement

The Board of Directors of the Company is of the opinion that the information on the Company as presented in the Tender Offer Statement (Form 247-4) dated 12 December 2019 and as amended is accurate in material aspects.

3. Any relationship or agreement between the directors of the Company and the Offerors whether done personally or by the status of directors or the representative of the Offerors which includes the holding of shares in the Offeror and any contract or understanding or agreement between each other in such transaction (such as management etc.)

3.1 Relationship or agreement between the directors of the Company and the Offeror As at the date of submission of the Tender Offer, the Tender Offerors are Directors of SPORT, its subsidiaries and associated companies as follows: Company Name Director Positions Mr. Wiluck Lohtong Mr. Vaksorn Lohtong 1. SPORT / / 2. Siam Sport Digital Media Co., Ltd. (Subsidiary) / / 3. Siam Sport Media management Co., Ltd. (Subsidiary) / - 4. Siam Sport Books Co., Ltd. (Subsidiary) / / 5. Cournot and Nash Co., Ltd. (Subsidiaries) (Subsidiary) / - 6. Digital Savvy Co., Ltd. (Subsid Subsidiary iaries) - / 7. I-SPORT Co., Ltd. (Associated company) / - 8. Siam Sport Television Co., Ltd. (held by associated company) - /

In addition, as at the date of submission of the Tender Offer, the Tender Offerors has a relationship with major shareholders of SPORT as follows:

The Tender Offerors Relationship with major shareholders of SPORT 1. Mr. Wiluck Lohtong  Brother of Mr. Vaksorn Lohtong who holds 18.17 percent of total issued and paid- up shares, and total voting rights of SPORT.  Son of Mrs. Somluck Lohtong who holds 14.42 percent of total issued and paid-up shares, and total voting rights of SPORT.  Son of Mr. Ravi Lohtong who holds 6.09 percent of total issued and paid-up shares, and total voting rights of SPORT. 2. Mr. Vaksorn Lohtong  Brother of Mr. Wiluck Lohtong who holds 18.10 percent of total issued and paid-up shares, and total voting rights of SPORT.  Son of Mrs. Somluck Lohtong who holds 14.42 percent of total issued and paid-up shares, and total voting rights of SPORT.  Son of Mr. Ravi Lohtong who holds 6.09 percent of total issued and paid-up shares, and total voting rights of SPORT

3.2 Shareholding, whether direct or Indirect, by the Offerors in the Business or Major Shareholders of the Business (In the Case the Major Shareholders of the Business is a Juristic Person

3.2.1 Shareholding by the Tender Offerors in the Business According to the shareholder list of SPORT as of 29 November 2019, the Tender Offerors hold 257,358,820 ordinary shares, representing 36.27 percent of the total issued shares and the voting rights of the Business. The details are as follows: Name No. of shares Percentage of total Percentage of total paid-up shares of the voting rights of the Business Business 1. Mr. Wiluck Lohtong 128,427,632 18.10 18.10 2. Mr. Vaksorn Lohtong 128,931,188 18.17 18.17 Total 257,358,820 36.27 36.27

3.2.2 Shareholding by the Tender Offerors in the Business's Major Shareholders -None-

3.3 Shareholding, whether direct or indirect, by the Business, its major shareholders or its directors in the Tender Offerors (In case the Tender Offeror is a juristic person) -None-

3.4 Mutual Agreements or Contracts between the Offeror and the Company or Director of the Company During 2016 – 2018 and the 9-month period ending 30 September 2019, the Tender Offerors have no transaction with the Business. However, their related companies have entered into the related party transactions with the Business and its subsidiaries, which are the normal business transactions of the Business with general business terms,

such as distributing magazines, advertising through media, printing leaflet/brochure, books, magazines, organizing events, borrowing and lending, etc. The details of the transactions are summarized as follows: Nature of Transaction size / Remaining value (THB million) Transaction as Names and Relationship with For the 9 recorded in the For the year For the year For the year Types of the Tender month period Financial ended ended ended business Offerors ended Statements of the 31 Dec 16 31 Dec 17 31 Dec 18 30 Sep 19 Business Muangthong  Mr. Wiluck is a Revenue from sales 6.34 6.72 14.03 12.82 United Co., director with and service Ltd. / Football 12.86% Other income - 0.23 1.39 1.00 Club in shareholding Expenses 14.19 3.38 2.02 (0.41) Thailand  Mr. Vaksorn is a Purchase of assets - - 0.30 - director with Trade receivables 27.65 22.18 23.65 24.05 12.86% and others shareholding Lending - 6.00 - -

Trade payables and 4.02 3.65 5.52 5.06 others Borrowings 13.00 - - 65.50 Lohtong  Mr. Wiluck is a Revenue from sales - 20.50 37.93 4.50 Holding Co., director with and service Ltd. / Space for 25.00% Other income - - 1.05 17.10 Rent shareholding Expenses - - 2.46 0.89  Mr. Vaksorn is a Trade receivables - - 40.86 42.25 director with and others 25.00% Trade payables and - - 0.87 1.39 shareholding others Borrowings - - 12.55 24.47 Source: Financial Statements and information from SPORT At the end of quarter 3/2019 as of 30 September 2019, the Tender Offerors’ related companies have agreements and promissory notes with the Business’s subsidiaries, which are the normal business transactions and borrowing. These related party transactions are based on normal course of business and reasonable, summarized as follows: Type Area service agreements Parties Service Provider is Cournot and Nash Co., Ltd (a subsidiary of SPORT) Client is Muangthong United Co., Ltd. (Mr. Wiluck and Mr. Vaksorn are directors and shareholders 12.86% per person) Dated 2 January 2019

Period 3 years starting from 1 January 2019 to 31 December 2022 Significant  Service Provider shall provide area for soccer field located at Muangthong Thani Sport Stadium, Details Banmai, Pakkred, Nonthaburi, using for stadium, practicing, and other service in specified area.  Service fee at THB 675,000 per month. Client shall pay for utilities, water and electricity per actual billing by himself, which is based on normal course of business and reasonable  When the agreement expires, Service Provider shall give the Client the first right to enter into new agreement at the mutually agreed conditions. The Client shall send notice in advance 30 days.

Type Promissory Notes (2 contracts) Parties Borrower is Siam Print Co., Ltd, (a subsidiary of SPORT) Lender is Lohtong Holding Co., Ltd. (Mr. Wiluck and Mr. Vaksorn are directors and shareholders 25.00% per person) Dated 24 August 2018 and 9 September 2019 Significant  Loan amount THB 7.00 million and THB 13.88 million Total 20.88 million Details  No due date  Interest at 6.00% p.a. and THB 75,000 per month Subsequently, after the end of quarter 3/2019, the Business’s Board of Directors’ meeting no. 10/2019 dated 18 October 2019 approved the borrowing from Lohtong Holding Co., Ltd. at the credit line not over THB 163 million, interest rate of 5.80%, front-end fee not over 4% or not over THB 6.58 million, borrowing period not over 15 months without collateral. The promissory notes will be issued per drawdown. These related party transactions are based on normal course of business and reasonable. At the Tender Offer submission date, the Business has issued promissory notes under the above resolution, summarized as follows: Type Promissory Notes (2 contracts) Parties Borrower is SPORT Lender is Lohtong Holding Co., Ltd. (Mr. Wiluck and Mr. Vaksorn are directors and shareholders 25.00% per person) Dated 30 October 2019 and 29 November 2019 Significant  Loan amount THB 131.05 million and THB 15.97 million Total 147.02 million Details  Repayment within 30 November 2020, both  Interest at 5.80% p.a., both

3.5 Management structure after the Tender Offer During the period of 12 months after the Tender Offer Period, the Tender Offerors do not have any plan to change the Board of directors except in the case where the directors resign. Additionally, when the Business is not the listed company on the SET, the Tender Offerors may consider the appropriateness and possibility in reducing the number of directors to reflect the status as a non-listed company. The Business is no longer obliged to meet its requirement as a listed company on the SET, including the obligation on the Board of Directors’ structure requiring at least one-third of its directors to be independent directors or at least 3 independent directors and requiring at least 3

audit committees in accordance with Rules of the Stock Exchange of Thailand Re Listing of Ordinary Shares or Preferred Shares as Listed Securities, B.E.2558 etc. However, the numbers of directors shall not less than specified by the Public Limited Company Act B.E. 2558 (as amended) which requires at least 5 directors, provided that not less than one half of the total number of directors must have a residence in Thailand. However, any change to the Board of Directors will be conducted in consideration with appropriate and beneficial to the Business in accordance with the articles of association and relevant regulations.

4. The Opinion of Board of Directors of the Company to the Securities Holders

4.1 Reasons to accept and/or reject the Tender Offer The Board of Directors’ meeting no. 12/2019 dated 24 December 2019 has considered the Tender Offer Statement of the Tender Offerors (Form 247-4) and the Opinion of Capital One Partners Company Limited, who is the Independent Advisor (“IFA”). The Board of Directors of the Company attended the meeting 10 persons out of a total 14 persons which was constituted quorum with the following details: Name Position Meeting Attendance 1. Mr. Wiluck Lohtong Chairman of The Board of Directors / Chairman of The X Executive Committee 2. Mr. Jarool Vanicha Vice Chairman of The Board of Directors / 3. Mr. Sarayuth Mahawaleerat Managing Director / Director / 4. Mr. Vaksorn Lohtong Director X 5. Mr. Tuaythep Vaidyanond Director / 6. Mr. Olarn Chuabang Director / 7. Mr. Thananan Vilailuck Director / 8. AM Nigon Chumnankul Director X 9. Mr. Somchai Krusuansombat Director / 10. Mr. Pradit Nitiyanant Independent Director / 11. Mr. Sumeth Jenjesda Independent Director / Chairman of The Audit Committee / 12. Mr. Kitti Cheenaket Independent Director / Audit Committee / 13. Mr. Pairuch Sahamethapat Independent Director / Audit Committee / 14. Mr. Vichai Jedee Independent Director / Audit Committee X

Mr. Wiluck Lohtong and Mr. Vaksorn Lohtong as the Tender Offerors have not attended the meeting and have no rights to vote for this agenda. The attending directors 10 persons (including Independent Directors 4 persons) have considered the Tender Offer statement and Opinion report rendered by the IFA. IFA has opinion that the appropriate valuation method for SPORT is Volume Weighted Average Price Approach of VWAP due to this method can reflect demand and supply of investors to the Company. The fair value of the Company is between THB 0.16 – 0.17 per share, which is the highest price equals to tender offer price as of THB 0.17 per share. Thus, the IFA is of the opinion that the tender offer price of THB 0.17 per share is appropriate price.

Consequently, when considering of tender offer price and reasonableness of Tender Offer, the Board of Directors’ meeting, excludes directors who have conflict of interests as being the Tender Offerors, has determined in concurrence with the opinion of the IFA that the Tender Offer Price of THB 0.17 per share is reasonable due to the tender offer price is equal to the highest fair price appraised by the IFA and not lower than less than the maximum price calculated in accordance with the Capital Market Supervisory Board No. TorJor. 12/2554 entitled Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers. As this Tender Offer is the part of delisting process, the impacts to the minority shareholders of the non-listed company are as follows: 1. The shareholders may face illiquidity problems resulted from no secondary market for shareholders to trade the Company’s shares through the SET. Also, there will be no reliable or acceptable reference price that may impact the chance for the shareholders to get the return in the form of capital gain will be decreased. Most of the return from investment for shareholders will be in the form of dividends (if any). 2. The individual shareholders will not get tax exemption from capital gain. 3. The shareholders would have less access to the Company’s news and information as the Company will no longer has obligation to provide information as required for a listed company under the relevant rules, notifications, regulations, and laws, including the Regulation of the SET regarding Rules, Conditions, and Procedures Governing the Disclosure of Information and Other Acts of a Listed Company. Moreover, if after the delisting tender offer there are other shareholders who are not the Offeror, the concert party of the Offeror and the persons under Section 258, and whose aggregate shareholding does not exceed 5 percent of total issued shares of the Company or the total shareholders does not exceed 100 persons  SPORT will be no longer obliged to prepare and disclose reports stipulating of financial information and/or its business operation to the SEC in accordance with TorJor. 44/2556 and the Securities and Exchange Act B.E. 2535 (as amended) (“Securities and Exchange Act”) including the preparation and submission of management discussion and analysis (MD&A), Form 56-1, annual report, and financial statements including quarterly reviewed and annual audited and opinion expressed financial statements etc. after SPORT notify SEC the cause of the cease of duties to disclose a report on financial and non-financial information prior to the due date for the disclosure of such report  SPORT shall be waived from Chapter 3/1 (Governance of Publicly Traded Company) of the Securities and Exchange Act which involves governance of the company including qualifications and prohibited characteristics of directors and executives, reporting of its directors’ and executives’ interests, entering into significant transactions as well as assets acquisition and disposal transaction and the entering into related-party transactions, etc 4. Before the Tender Offer, Mr. Wiluck Lohtong and Mr. Vaksorn Lohtong, are the major shareholders of the Company holding an aggregate of 36.27% of total paid-up shares of the Company. Subsequent to the delisting from being the listed securities, if the Tender Offerors wish to acquire additional shares of the Company and the minority shareholders of the Company sell additional shares to the Offerors until they have a shareholding more than 75% of the total paid-up shares of the Company, the Tender Offerors will have absolute control over all decisions to be made at the shareholders meetings, such as the adjustment of the structure of the business operation of the Company and its subsidiaries, the policy on dividends. During the aforementioned control, the minority shareholders will not be able to vote for inspecting or balancing the administrative power in accordance with the law.

The Board of Director of the Comapny excluding the directors with interest as being the Tender Offerors has an unanimous opinion that the shareholders should accept the Tender Offer However, the above opinion of the Board of Directors is intended merely as a basis for consideration by the shareholders. In deciding whether to accept or reject the tender offer, the shareholders are recommended to analyze all relevant information in conjunction with the Independent Financial Advisor’s opinion. The final decision depends primarily on the shareholders’ individual judgment.

4.2 Opinion and reasons of the individual directors and number of shares held by each of them (only in case where the opinion in 4.1 is not unanimous) None. The opinion of Board of Directors in 4.1 is unanimous.

4.3 Benefits or impacts from the plans and policies indicated in the Tender Offer and the viability

4.3.1 Status of the Business The Tender Offerors has indicated in the Tender Offer Statement regarding the status of the Business after the Tender Offer as follows: According to Form 247-4, after the completion of the Tender Offer Period and the SET has approved the delisting, the status of the Business as a listed company on the SET shall be terminated. The Business is no longer obliged to meet its requirement as a listed company on the SET which can be summarized as follows: 1. SPORT will no longer be obliged to meet its requirement as a listed company on the SET in accordance with Rules of the Stock Exchange of Thailand Re Listing of Ordinary Shares or Preferred Shares as Listed Securities, B.E.2558 including requirement on qualifications and numbers of independent directors, audit committee, requirement on qualifications of directors, executives and controlling person and free float requirement as well as other rules and regulations governing listed company on the SET such as Rules, Conditions and procedures for the Disclosure of Information and Other Acts of a Listed Company B.E. 2560. 2. SPORT’s director, executive, and auditor and other relevant person will no longer be obliged to prepare and disclose their securities and derivatives holding in accordance with Notification of the Office of the Securities and Exchange Commission No. Sor Jor. 38/2561 Re: Preparation of Report on Changes to the Securities and Derivatives Holding of Director, Executive, Auditor, Plan Preparer and Plan Administrator. 3. In the case where the remaining minority shareholders excluding the Tender Offerors, persons acting in concert with the Tender Offerors (concert party), related persons under Section 258 of the Tender Offerors and its concert party, (if any) hold a total of not exceeding 5% of the total number of voting rights or having the total shareholders in aggregate of not exceeding 100 persons, complying with the Notification of the Capital Market Supervisory Board No. TorJor. 44/2556 Re: Rules, Conditions and Procedures for Disclosure regarding Financial and Non-financial Information of Securities Issuers (“TorJor. 44/2556”), Clause 41 (3) (Gor) and Clause 41 (4) (Kor) (1).  SPORT will be no longer obliged to prepare and disclose reports stipulating of financial information and/or its business operation to the SEC in accordance with TorJor. 44/2556 and the Securities and Exchange Act B.E. 2535 (as amended) (“Securities and Exchange Act”) including the preparation and submission of management discussion and analysis (MD&A), Form 56-1, annual report, and financial statements including quarterly reviewed and annual audited and opinion expressed financial statements etc.

 SPORT shall be waived from Chapter 3/1 (Governance of Publicly Traded Company) of the Securities and Exchange Act which involves governance of the company including qualifications and prohibited characteristics of directors and executives, reporting of its directors’ and executives’ interests, entering into significant transactions as well as assets acquisition and disposal transaction and the entering into related-party transactions, etc.  Reference to TorJor. 44/2556 Clause 43, SPORT shall notify SEC the cause of the cease of duties to disclose a report on financial and non-financial information prior to the due date for the disclosure of such report The case that the remaining minority shareholders excluding the Tender Offerors, persons acting in concert with the Tender Offerors (concert party), related persons under Section 258 of the Tender Offerors and its concert party, (if any) hold a total of not exceeding 5% of the total number of voting rights, will not happen immediately after ending of this Tender Offer due to 3 shareholders confirming not to sell shares in the Tender Offer in which they held a total of 147,074,540 ordinary shares, representing 20.73% of the total number of voting rights. However, after delisting the remaining shareholders in aggregate of not exceeding 100 persons can happen. However, the Business will remain in operation and remain its status as a public company limited. Thus the Business shall have responsibility to comply with Public Limited Company Act B.E. 2558 (as amended) (“Public Limited Company Act”) including distribution of documents to its shareholders such as annual general meeting invitation letter, Board of Directors’ report and copies of audited balance sheets and loss and profit account as well as obligation to seek shareholders’ approval in accordance with Public Limited Company Act. Opinion of the Board of Directors The Board of Directors opined that after the completion of the tender offer and SET’s approval of the Delisting, the Company will cease its status as a listed company. However, the Company will retain the status of a public company and continue to comply with the Public Limited Companies Act B.E. 2535 (as amended) ) (“Public Limited Company Act”) including the right to attend the shareholders' meeting, the right to vote for directors, the right to receive dividends from retained earnings or from future operating result (if any) according to company dividend policy. However, when the Company is delisted from the SET, the shareholders will encounter illiquidity of trading, resulting in slow trading process and no tax exemption from capital gain (For more information, please refer to Section 4.1 Reasons to accept and / or reject the Tender Offer)

4.3.2 Policies and plans of business operations The Tender Offerors has indicated in the Tender Offer Statement regarding the Policies and plans of business operations after the Tender Offer as follows:

(1) Objectives and Business Plan According to Form 247-4, during the period of 12 months after the Tender Offer Period, the Tender Offerors do not have any plan to make any material changes to the business objectives as well as the core business plan of the Business (as the publisher and distributor of publications related to sport, entertainment and others, including producer of media and publication and event organizer for sport and entertainment) including corporate organization, management of employment policy, financial structure and dividend policy of the Business. There is no plan for significant investment, acquisition and disposition of significant operating assets of the Business and subsidiaries. Nevertheless, if there are any events affect significantly to operation or financial status of the Business, the Tender Offerors may propose the Business to revise or adjust the policy and plan of the Business as necessary with

appropriate and beneficial to the Business in compliance with any applicable law including rules and regulations of the SEC and SET in effect at the relevant time. Opinion of the Board of Directors The Board of Directors opined that the Tender Offerors will not change the business objectives as well as the core business plan of the Business including corporate organization, management of employment policy, financial structure and dividend policy of the Business as stated per the Tender Offer Statement (Form 247-4), due to the Tender Offerors are being directors and major shareholder of the Business for many years. Thus, this tender offer may not affect the policies and business operations significantly.

(2) Changing of Management Structure According to Form 247-4, during the period of 12 months after the Tender Offer Period, the Tender Offerors do not have any plan to change the Board of directors except in the case where the directors resign. Additionally, when the Business is not the listed company on the SET, the Tender Offerors may consider the appropriateness and possibility in reducing the number of directors to reflect the status as a non-listed company. The Business is no longer obliged to meet its requirement as a listed company on the SET, including the obligation on the Board of Directors’ structure requiring at least one-third of its directors to be independent directors or at least 3 independent directors and requiring at least 3 audit committees in accordance with Rules of the Stock Exchange of Thailand Re Listing of Ordinary Shares or Preferred Shares as Listed Securities, B.E.2558 etc. However, the numbers of directors shall not less than specified by the Public Limited Company Act B.E. 2558 (as amended) which requires at least 5 directors, provided that not less than one half of the total number of directors must have a residence in Thailand. At the present, the Tender Offerors have no plan to change the Board of Directors. However, any change to the Board of Directors will be conducted in consideration with appropriate and beneficial to the Business in accordance with the articles of association and relevant regulations. Opinion of the Board of Directors The Board of Directors opined that the Tender Offerors have no plan to change the Board of Directors clearly due to the Tender Offerors are being directors and major shareholder of the Business for many years. Thus, this tender offer may not affect the management structure significantly. However, if the numbers of directors decrease complying to the status as a non-listed company, the Board of Directors had opinion that will increase flexibility in management and reduce expense of the Company. But the qualification of each person should be considered appropriate to the Company’s operation and the Company should comply with the articles of association and relevant regulations.

(3) Related Party Transaction According to Form 247-4, the Business has no related party transaction with the Tender Offerors but with their related companies as described in Part 2 section 4.4.3 of the Tender Offer Statement. At the present, the Business has policy to comply with the regulations and procedures for related party transactions of SET and SEC. During 12 months after the end of the Offering Period, the Tender Offerors has no policy to change any terms and conditions of those existing related party transactions. The existing related party transactions will persist, and It is

expected that the related party transactions that will occur are normal business transactions or supporting normal business transactions or transaction relating to assets or services including grant or receipt of financial assistance. However, the connected transactions may increase or decrease in the future depending on type or size of transactions, market competition, and future business plan. After the expiry of the Tender Offer Period and the termination of the Business’s status as a listed company on the SET, the Business is no longer obliged to meet its requirement as a listed company on the SET. Specifically, in the case where the remaining minority shareholders (excluding the Tender Offerors, persons acting in concert with the Tender Offerors (concert party), related persons under Section 258 of the Tender Offerors and its concert party, (if any) hold a total of not exceeding 5% of the total number of voting rights or having the total shareholders in aggregate of not exceeding 100 persons, after the business notify SEC the cause of the cease of duties to disclose a report on financial and non-financial information prior to the due date for the disclosure of such report complying with TorJor. 44/2556 Clause 43, the Business will be waived from Chapter 3/1 (Governance of Publicly Traded Company) of the Securities and Exchange Act which entails governance of the company including governance with regards to related-party transaction, as well as no longer be obliged to meet other requirements and obligations as a listed company on the SET in accordance with relevant rules and regulations The Tender Offerors will conduct the policy for entering into the related party transactions at arm’s length basis as if the Business is participating in such transactions with any other third party without any special conditions or preference among SPORT, its related companies, associated companies and shareholders. The Tender Offerors as directors and shareholders, will ensure that SPORT will be compliance with the rules and regulations of the SEC, the SET, as well as any laws, rules and regulations imposed by the relevant agencies and authorities to the extent applicable to SPORT. Opinion of the Board of Directors The Board of Directors opined that after the end of the Offering Period The existing related party transactions will persist, and It is expected that the related party transactions that will occur are normal business transactions with general business term such as distributing magazines, advertising through media, printing leaflet/brochure, books, magazines, organizing events, borrowing and lending, etc. as the Tender Offerors has no policy to change any terms and conditions of those existing related party transactions. However, the Business will conduct the policy for entering into the related party transactions at arm’s length basis as if the Business is participating in such transactions with any other third party without any special conditions or preference among SPORT, its related companies, associated companies and shareholders and will comply with the rules and regulations of the SEC, the SET, as well as any laws, rules and regulations imposed by the relevant agencies and authorities to the extent applicable to SPORT.

4.4 Additional Opinion of the Board of Directors of the Business (only in Case of a Tender Offer for Delisting of Securities in Accordance with the Stock Exchange of Thailand’s Requirements)

4.4.1 Benefits to and Impacts on the Shareholders who Decline the Tender Offer Shareholders who Decline the Tender Offer will continue holding the status as company’s shareholders and will still be entitled to the rights stipulated in the Business’ Articles of Association and the Public Limited Companies Act B.E. 2535 after the termination of the Business’ status as a listed company such as rights to attend annual general meetings, receive dividend payment, and vote for director elections. In addition, the shareholders will also be entitled to the rights to sell the Business’ shares to prospective buyers, whereby the shareholders will bear the burden of income tax incurred from the profit from the sale of shares (if any).

However, the shareholders who decline this Tender Offer may be affected by the Business’ status as an non- listed company and impacted with regard to the change of shareholders’ structure, resulting in the effect of check and balance (Please refer to section 4.1: Reasons to Accept and/or Reject the Tender Offer for more detail)

4.4.2 Appropriateness of the Tender Offer Price The Board of Directors of the Company, excluding the directors who have conflict of interests as being the Tender Offerors, have already considered the Tender Offer (Form 247-4) and Opinion report rendered by the IFA, which IFA opined that the Tender Offer Price of THB 0.17 per share is equals to the highest fair price of the Company between THB 0.16 – 0.17 per share appraised by VOLUME WEIGHTED AVERAGE PRICE APPROACH and not lower than less than the maximum price calculated in accordance with clause 56 of the Capital Market Supervisory Board No. TorJor. 12/2554 entitled Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers. According to there is no cause to believe that opinion of the IFA has not been prepared according to sound principles and methodologies since the IFA has no conflict of interest in respect of the Tender Offers and has the expertise and experience necessary for rendering its opinion on this matter, the Board of Directors has determined in concurrence with the opinion of the IFA that the Tender Offer Price of THB 0.17 per share is reasonable and the shareholders should accept the Tender Offer:

A final decision whether to accept or reject the Tender Offer rests primarily with the individual shareholders’ discretion. The shareholders should consider information contained in the Opinion of the Company regarding the Tender Offer and the Opinion Report of the IFA attached to the Opinion of the Company, along with other related information and use these information as a basis for consideration to make their own decision to accept or reject this Tender Offer and subject to the shareholders’ consideration.

The Company certifies that the above information is accurate, complete, and correct and that there is no information contained herein that may mislead other persons in material aspects and there is no concealment of material information which should have been notified.

Siam Sport Syndicate Public Company Limited.

- Jarool Vanicha - -Sarayuth Mahawaleerat- (Mr. Mr.Jarool Vanicha) (Mr.Sarayuth Mahawaleerat) Authorized Director Authorized Director

5. Opinion of Independent Financial Advisor Please consider the details of Opinion Report of the Independent Financial Advisor on Tender Offer of Siam Sport Syndicate Public Company Limited as shown in Attachment 2