Nation Broadcasting Public : Submission of the Opinion of the Company on the Tender Offer (Form 250-2) of Nation Broadcasting Corporation Public Company Limited

		June 28, 2022
Subject	:	Submission of the Opinion of the Company on the Tender Offer (Form 250-2)
		of Nation Broadcasting Corporation Public Company Limited
To	:	Director and Manager
		The Stock Exchange of Thailand

Enclosure : 1. The Opinion of the Company on the Tender Offer (Form 250-2) of Nation Broadcasting Corporation Public Company Limited

2. The Opinion of the Independent Financial Advisor on the Tender Offer of Nation Broadcasting Corporation Public Company Limited

As Nation Broadcasting Corporation Public Company Limited ("the Company") received of a copy of the Tender Offer for the securities of the Company dated June 7, 2022 and later received of a copy of the Tender Offer amendment No. 1 for the securities of Nation Broadcasting Corporation Public Company Limited dated June 21, 2022 (together referred as "Form 247-4") from 1. Mr. Nattapong Seetavorarat 2. Mr. Boon-aue Chitthanom 3. Mrs. Nancy Chalermkarnchana 4. Mr. Itchasin Suwonnawong 5. Ms. Naruporn Arunraphan 6. Mr. Komsahaspob Nuttayakul 7. Mrs. Kanitta Sahak Alekyan and 8. Mrs. Prachitra Voranavin (together referred as "Offerors"), the Company hereby submits the Opinion of the Company on the Tender Offer (Form 250-2) to the Office of the Securities and Exchange Commission and appointed an Independent Financial Advisor in order to prepare an opinion to the shareholders of the Company in accordance with the Notification of the Securities and Exchange Commission No. TorChor 40/2552, Re: Statement Form and Period for Preparing Opinion on Tender Offer (as amended).

The Company hereby submits a copy of the Opinion of the Company on the Tender Offer (Form 250-2) and a copy of the Opinion of the Independent Financial Advisor on the Tender Offer as shown in the enclosures.

Please be informed accordingly

Sincerely yours,

…………………..…………………..

Mr.Tinnakorn Punpanichgul

Vice Chief Executive Officer

(Translation)

Opinion of the Company on the Tender Offer

(Form 250-2)

of

Nation Broadcasting Corporation Public Company Limited

The Offeror

1. Mr. Nattapong Seetavorarat 2. Mr. Boon-aue Chitthanom

3. Mrs. Nancy Chalermkarnchana 4. Mr. Itchasin Suwonnawong

5. Ms. Naruporn Arunraphan 6. Mr. Komsahaspob Nuttayakul

7. Mrs. Kanitta Sahak Alekyan and 8. Mrs. Prachitra Voranavin

Independent Financial Advisor

Advance Capital Services Company Limited

June 28, 2022

Form 250-2

Opinion of the Business on the Tender Offer

June 28, 2022

Dear Shareholders of

Nation Broadcasting Corporation Public Company Limited

As Nation Broadcasting Corporation Public Company Limited ('NBC‛ or 'the Business‛ or 'the Company‛) received of a copy of the Tender Offer for the securities of the Company (Form 247-4) dated June 7, 2022 and later received of a copy of the Tender Offer amendment No. 1 for the securities of Nation Broadcasting Corporation Public Company Limited dated June 21, 2022 (together referred as 'Form 247-4‛) from 1. Mr. Nattapong Seetavorarat 2. Mr. Boon-aue Chitthanom 3. Mrs. Nancy Chalermkarnchana 4. Mr. Itchasin Suwonnawong 5. Ms. Naruporn Arunraphan 6. Mr. Komsahaspob Nuttayakul 7. Mrs. Kanitta Sahak Alekyan and

8. Mrs. Prachitra Voranavin (together referred as 'Offerors‛) with the following details:

				Number of Securities			Percentage of Securities
				to be Purchased			to be Purchased			Offer			Total
										To the Total
	Type of Securities											To the total			Price per			Tender
									Paid-up
						Voting					voting rights			Unit			Offer value
				Share/Unit					Shares of
						Rights					of the			(Baht)			(Baht)
									the
												Company
										Company1
Ordinary shares	321,055,845		321,055,845		28.55	28.55	1.30	417,372,598.50
Preferred shares	-		-		-	-	-		-
Warrants	-		-		-	-	-		-
Convertible debentures	-		-		-	-	-		-
Other securities (if any)	-		-		-	-	-		-
										Total	28.55		Total	417,372,598.50

1 In case of shares, regardless of class or issue, the total number of outstanding securities = ordinary shares + preferred shares - shares repurchased by the Company (Treasury shares) and are outstanding at the end of the month prior to the month in which the announcement of the intention to make a Tender Offer is submitted.

1

Tender Offer Period

The Tender Offer Period will be a total of 25 business days, from June 8, 2022 to July 12, 2022 ('the Tender Offer Period‛) during the office hours of the Tender Offer Agent, from 9:00 a.m. to 4:00 p.m. The Tender Offer Period is the final period without further extension (Final Period) unless falling under following conditions:

• Tender Offeror may reduce the Offer Price or extend the Tender Offer Period if any event causing serious damage to the status or assets of the Company occurs during the Tender Offer Period.
• Tender Offeror may change details of Tender Offer or extend the Tender Offer period to compete with another Tender Offeror who has submitted a Tender Offer for securities of the Company during the Tender Offer Period.

Conditions for cancellation of the Tender Offer

The Offeror may cancel the Tender Offer upon the occurrence of one or more of the following events:

1. An occurrence of any event and/or action after the Tender Offer has been submitted to the Office of the Securities and Exchange Commission ('SEC‛) during the Tender Offer Period which causes or may cause serious damage to the status or assets of the Company, and such event or action does not result from the acts of the Offeror and/or any act for which the Offeror is responsible for; or
2. Any action taken by the Company after the Tender Offer has been submitted to SEC during the Tender Offer Period which results in a significant decrease in the ordinary share value; or
3. The Company undertakes any act that may have an impact on Tender Offer, under the Notification No. TorChor.14/2554 Re: Act or Omission to Act Which is Likely to Affect Tender Offer of Business dated 25 July 2011 (as amended).

2

The Company has considered the Tender Offer by taking the benefits of the shareholders into account and would like to express opinion for consideration as follows:

1. The status of the Company regarding the past performance and the projected performance in the future with assumptions used in the projection

1.1 Company overview and background

Nation Broadcasting Corporation Public Company Limited ("NBC") was established on January 8, 1993, under the name of NATCON Media Company Limited, with a registered capital of 1.00 million baht, aiming to produce a variety of news programs broadcasted on the Free TV station and cable TV, and co-produce radio programs on F.M. 90.5 MHz and news flashes broadcasted on radio stations through the Nation Radio Network Company Limited ('NRN‛), a subsidiary in which the NBC holds a 99.98% stake.

In 1996, NBC changed its name to the 'Nation Television Company Limited‛ and joined the news program producer of the ITV television station (currently is Thai PBS television station).

In 1997, NBC changed its name to the 'Nation Broadcasting Corporation Limited‛ or known as 'NBC‛.

In 2000, established the first 24-hour news station in Thailand under the name of the 'Nation Channel‛ television station broadcasting on the UBC subscription television station Channel 8.

From 2003 onwards, NBC has expanded the broadcasting channel of the Nation Channel to be more extensive to support the growth of cable and satellite TV business by transmitting video and audio signals of the Nation Channel from the ST-1C-Band satellite, a Thaicom 5 C-Band satellite.

In 2014, the Company's subsidiary won the digital TV license auction for news and content types by using the channel name of the Nation TV 22. The license was valid for 15 years from 2014 to 2029.

The NBC has continuously developed in expanding its business into new media business by taking news information produced to develop news information services in various types, disseminated through digital communication channels such as websites, social media, mobile phones, electronic devices, including developing the applications for viewing Nation TV programs through the different platforms, including smartphones, tablets. In addition, the NBC has developed the formats of earning by taking content and advantages of television business expanded into related businesses such as organizing special events, seminars, travel arrangements, etc.

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