The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only) Enclosure 9 The opinions of the Independent Financial Advisor on the disposal of asset and the connected transaction regarding the partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING COMPANY LIMITED and the disposal of the ordinary shares in ACTS STUDIO COMPANY LIMITED by GMM Grammy Public Company Limited Presented to Shareholders of GMM Grammy Public Company Limited Prepared by Jaydee Partners Limited 19 January 2015 This English report of the Independent Financial Advisor’s Opinions has been prepared solely for the convenience of foreign shareholders of GMM Grammy 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 is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation. 0 The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only) Content Page Executive Summary 5 Part 1 The Approval of the partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING COMPANY LIMITED 1.1 Characteristics and Details of the Transaction 10 1.2 Reasonableness of the Transaction 20 1.3 Fairness of the Transaction Price and Condition 24 Part 2 The Approval of the disposal of the ordinary shares in ACTS STUDIO COMPANY LIMITED 2.1 Characteristics and Details of the Transaction 36 2.2 Reasonableness of the Transaction 43 2.3 Fairness of the Transaction Price and Condition 44 Part 3 Summary of the Opinions by the Independent Financial Advisor 51 Enclosure 1 General Information of GMM Grammy Public Company Limited 54 1 The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only) Glossary The Company or GRAMMY GMM Grammy Public Company Limited The Group GMM Grammy Public Company Limited and its subsidiaries GMM ONE TV TRADING GMM ONE TV TRADING COMPANY LIMITED (formerly known as GMM HD DIGITAL TV TRADING COMPANY LIMITED) GMM ONE TV GMM ONE TV COMPANY LIMITED (formerly known as GMM HD DIGITAL TV COMPANY LIMITED) Group of GMM ONE TV GMM ONE TV TRADING COMPANY LIMITED and GMM ONE TV COMPANY LIMITED TRADING ACTS STUDIO ACTS STUDIO COMPANY LIMITED Scenario Scenario Co., Ltd GMM Media GMM Media Public Company Limited Exact Exact Co., Ltd Mr.Takonkiet Mr. Takonkiet Viravan Purchaser Group or Group of Mr. Takonkiet Viravan and/or other juristic person where Mr. Takonkiet Viravan Mr.Takonkiet holds no less than 51% of the total shares, and/or other group which are related to Mr. Takonkiet Viravan Independent Financial Advisor Jaydee Partners Limited or IFA SET The Stock Exchange of Thailand SEC The Securities and Exchange Commission Notification of the Acquisition Notification of Capital Market Supervisory Board TorChor. 20/2551 Re: Rules on and Disposition Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and 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 Asset, 2004 (as amended). Connected Transaction The Notification of Capital Supervisory Board, Tor. Chor. 21/2008 Re: Rules on Notification Connected Transactions dated August 31, 2008 and its amendments, as well as the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and the Acts of Listed Companies concerning Connected Transaction B.E. 2546 (2003) dated November 19, 2003 and its amendments 2 The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only) 19 January 2015 To: The Shareholders GMM Grammy Public Company Limited Re: Independent Financial Advisor Report on the Disposal of Asset and the Connected Transaction With reference to the resolution of the Board of Directors of GMM Grammy Public Company Limited (“the Company” or “GRAMMY”) No.8/2014 dated December 24, 2014, the Board of Directors has approved the connected transaction and assets disposal as follows: 1. Agreed on the connected transaction and assets disposal by partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING COMPANY LIMITED1 (“GMM ONE TV TRADING”) to Mr. Takonkiet Viravan (“Mr.Takonkiet”) and/or other juristic person where Mr. Takonkiet holds no less than 51% of the total shares, and/or other group which are related to Mr. Takonkiet Viravan (“Purchaser Group” or “Group of Mr. Takonkiet”) (Details of groups of Purchaser will be further noticed upon clarification). GMM ONE TV TRADING’s shares to be held by Group of Mr.Takonkiet will be equal to 4,410,000 shares, with the par value of THB 100 per share or equivalent to 49% of total paid-up shares of GMM ONE TV TRADING (after GMM ONE TV TRADING has increased its capital), total value equivalent to THB 441,000,000. 2. Agreed on the connected transaction and assets disposal by disposing the ordinary shares of ACTS STUDIO COMPANY LIMITED (“ACTS STUDIO”), the Company’s subsidiary, by 50% direct shareholding and 12.5%2 indirect shareholding (62.5% in total) to GMM ONE TV TRADING where the Company and Group of Mr.Takonkiet holds 51% and 49% shareholding, respectively (after the transaction as enclosure 1 being approved by the shareholders’ meeting). At present, the Company directly holds ACTS STUDIO’ shares in the amount of 2,024,999 shares at the par value of THB 100 per share, total value equivalent to THB 202,499,900. 441,000,000. In case the Company obtains approval from its shareholders to enter into the transaction under the agenda 2 but not the transaction under the agenda 1, it will be considered that the transaction under the agenda 2 does not obtain the shareholders’ approval accordingly. The Transactions are considered as the disposal of assets pursuant to the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and 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 Asset, B.E. 2547 dated 29 October 2004 (“Notification of the Acquisition and Disposition”). The highest transaction size based on the net tangible asset method at 33.99% and 41.99% respectively, calculated using the consolidated financial statements of the Company as of September 30, 2014. When combining the transaction size will be in total of 75.98% which is greater than 50.00% but less than 100.00%, which is considered as Type 1 transaction under the Notification of the Acquisition and Disposition. Nonetheless, since Mr. Takonkiet is the connected person pursuant to the Notification of the Capital Market Supervisory Board stated in ThorChor 21/2551 and the Notification of the Stock Exchange of Thailand (“the SET”) BorChor/Por 22-01. Mr. Takonkiet is a connected person as being the company “top 4 ranked” executive3, after the 1 Formerly known as GMM HD DIGITAL TV TRADING COMPANY LIMITED. The company changed its name to GMM ONE TV TRADING COMPANY LIMITED on June 12, 2014. 2 The Company indirectly holds 12.5% of shares in ACTS STUDIO through Scenario Co., Ltd. (“Scenario”). Scenario holds 50% of shares in ACTS STUDIO (as of June 20, 2014) and the Company indirectly holds 25% of shares in Scenario through its subsidiary which is GMM Media Public Company Limited (“GMM Media”) (as of April 22, 2014). The Company holds 99.92% of shares in GMM Media (as of April 18, 2014). Please find additional Information in Diagram 1 of Executive Summary. 3 At present, Mr.Takonkiet is an Chief Executive Officer - GMM ONE DIGITAL TV of the Company who is qualified as the top fourth ranked executive officer, after the Group Chief Executive Officer 3 The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only) Chief Executive Officer, a director and a major shareholder of GMM ONE TV TRADING (after the transaction as enclosure 1 being approved by the shareholders’ meeting, Group of Mr.Takonkiet holds 49% shareholding of GMM ONE TV TRADING), a director and shareholder of ACTS STUDIO4. Thus, the Transactions are considered as a connected transaction according to the Notification of Capital Supervisory Board, Tor. Chor. 21/2008 Re: Rules on Connected Transaction dated August 31, 2008 and its amendments, as well as the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosures of Information and the Acts of Listed Companies concerning Connected Transaction B.E. 2546 (2003) dated November 19, 2003 and its amendments (“the Notification of Connected Transaction”). The consideration value under these transactions at 77.04% and 44.24% of the Company’s net tangible assets (“NTA”) as of September 30, 2014, respectively. When combining the transaction size will be in total of 121.28% which is greater than 3.00% of the Company’s NTA. Therefore, the Company is obliged to disclose the information about the transaction to the SET and to seek approval from the shareholders’ meeting at the votes of not less than three-fourths of the total votes of the shareholders attending the meeting and having the rights to vote, excluding the votes of the interested shareholders. Also, the Company has to engage the Independent Financial Advisor to provide opinion regarding the reasonableness of the Transactions, the fairness of the Transactions price and conditions to the shareholders of the Company.