NFC Public : Opinion of Independent Financial Advisor

Attachment 2

-TRANSLATEDVERSION-

Opinion of Independent Financial Advisor

Regarding

The Acquisition of Asset to extension land lease with IEAT

for

The Shareholders of

NFC Public Company Limited

Prepared by

I V Global Securities Public Company Limited

7 June 2022

The English Translation of the Opinion Report of the Independent Financial Advisor on The Acquisition of Asset of NFC Public Company Limited has been prepared solely for the convenience of foreign shareholders of NFC Public Company Limited and should not be relied upon as the definitive and official document.

The Thai language version of the Opinion of the Company is the definitive and official document and shall prevail in all

NFC Public Company Limited aspects in the event of any inconsistency with this translation.

Table of Content

		Page
Preface		1
Executive Summary	3
Part 1	Characteristics of the Transactions	11
1.1	Characteristics and Details of the Transaction	11
1.1.1	The Objective and Necessity of the Transaction	11
1.1.2	Date of the Transaction	12
1.1.3	Parties Involve and Relationship with the Company	13
1.1.4	Detailed of the Acquired Asset	13
1.1.5	Type and Transaction Size	13
1.1.6	Total Value of Consideration	15
1.1.7	Value of Acquired Asset	16
1.1.8	The Basis of Determining the Value of Consideration	16
1.1.9	Payment Term	16
1.1.10	The Source of Fund and Sufficiency of the Source of Fund	17
1.1.11	Conditions for Entering into the Transaction	17
1.1.12	Opinions of the Board of Directors regarding the Transaction	17
1.1.13	Opinions of the Audit Committee and/or directors which are different from those of the	17
	Board of Directors
1.1.14	Summary of Material Contracts in connection with the Transaction	18
1.2	Information of NFC Public Company Limited	18
1.3	Summary of the Appraisal Report Conducted by an Independent Property Appraiser	18
Part 2	Opinion of Independent Financial Advisory on Reasonableness of the Asset	19
	Acquisition
2.1	Objective of the transaction	19
2.2	Advantages and Disadvantages of entering the Transaction	20
2.2.1	Advantages of entering the Transaction	20
2.2.2	Disadvantages of entering Transaction	22
2.3	Advantages and Disadvantages of not entering the Transaction	23
2.3.1	Advantages of not entering the Transaction	23
2.3.2	Disadvantages of not entering Transaction	23

		Page
2.4	Risks that may arise from Entering into the Transaction	24
Part 3	Opinion of the Independent Financial Advisor on the Reasonableness of the Asset	27
	Acquisition Transaction and the Appropriateness of Conditions of the Entering into the
	Transaction
3.1	Comparison of land rental rate of the aforementioned areas with comparative market	28
	data based on a survey conducted by an independent property appraiser
3.2	Assessment of the worthiness of entering into a land lease contract based on the	30
	assumption that the Company will continuously operate the business on the leased land
	for 30 years
3.2.1	Key Assumptions Used in the Financial Projection	30
3.2.2	Valuation Result by Using Discounted Cash Flow Approach	59
3.3	Appropriateness of the conditions of the entering into the Transaction	66
Part 4	Summary of Opinion of the Independent Financial Advisor	67

Attachment 1 Company Information and Operating Results of

NFC Public Company Limited ("the Company" or "NFC")

Attachment 2 Summary of the Appraisal of Assets of the Company by Independent Appraisers of NFC Public Company Limited

Attachment 3 Summary of Land Lease Area

Attachment 4 Overview of Industry and Industry Analysis

	ABBREVIATION
Abbreviation	Meaning
SEC	The Securities and Exchange Commission
SET	The Stock Exchange of Thailand
Notification on Acquisition or Disposal	Notification of the Capital Market Supervisory Board No.
of Assets	ThorJor. 20/ 2551 Re: Rules on Entering into Material
	Transactions Deemed as Acquisition or Disposal of
	Assets, and the Notification of the Stock Exchange of
	Thailand Re: Disclosure and Guideline for Listed Company
	on Acquisition or Disposal of Assets B.E. 2547 and its
	amendments
Independent Financial Advisor or "I V Global" or	I V Global Securities Public Company Limited
"IFA"
"IEAT"	Industrial Estate Authority of Thailand
"the Company" or "NFC"	NFC Public Company Limited
"NFCW"	" NFCW Company Limited
"Land Lease Contract"	The Company's land lease for industrial contract with the
	Industrial Estate Authority of Thailand for a period of 30
	years
"Existing Land Lease Contract"	Land Lease Industrial Contract on Plot I-20/1 of the
	Company with the Industrial Estate Authority of Thailand
	for a period of 30 years, ending on September 17, 2022
"Port terminal contract"	Joint Operation Agreement for developing of the port
	terminal of the Map Ta Phut Industrial Estate of the
	Company with the Industrial Estate Authority of Thailand
	for a period of 30 years (including additional
	memorandums
"Appraiser"	Property appraisal companies approved by SEC
DCF	Discounted Cash Flows
FCFE	Free Cash Flow to Equity
Ke	Cost of Equity
MIT	Map Ta Phut Industrial Terminal