Sabuy Technology Public : Opinion of the Independent Financial Advisor on the Acquisition of Assets in the case of the Entering investment in iSoftel (Thailand) Company Limited and Softel Communication Company Limited

- Translation -

Independent Financial Advisor's Opinions Report

On the Acquisition of Assets

in the Case of the Purchase of Ordinary Shares of

iSoftel (Thailand) Company Limited and Softel Communication Company Limited

Reporting to

The Shareholders of Sabuy Technology Public Company Limited

Prepared by

Avantgarde Capital Company Limited

July 25, 2022

Independent Financial Advisor's Opinions Report On the Acquisition of Assets	Sabuy Technology Public Company Limited
In the Case of the Purchase of Ordinary Shares of iSoftel (Thailand) Company Limited and Softel Communication Company Limited

July 25, 2022

Subject Independent Financial Advisor's opinion on the Acquisition of Assets in the case of the purchase of ordinary shares of iSoftel (Thailand) Company Limited and Softel Communication Company Limited

To President

The Stock Exchange of Thailand

As a result of the Board of Directors Meeting No. 8/22, dated 4 May 2022 of Sabuy Technology Public Company Limited ("the Company"), which the meeting resolved to approve the Company invested in ordinary shares of Isoftel (Thailand) Company Limited ("iSoftel") and Softel Communication (Thailand) Company Limited ("Softel") with the objective of expanding the Company's business into providing services and developing automated call forwarding systems, voice mail system and telephone call center with comprehensive customer service in the proportion of 2 5 . 0 1 percent by acquiring ordinary shares of iSoftel (which holds 99.99 percent shares of Softel) in the amount of not more than 25,010 shares from ISF Holding Company Limited ("ISF Holding") and the Company will pay for shares to ISF Holding in the amount not exceeding THB 120.05 million by cash in full.

In this regard, from the joint discussion between the management of the Company and iSoftel, which has been considered and approved by the Board of Directors Meeting No. 1 2/ 202 2 on 2 3 June, 202 2 of the Company, the Company has wish to change the conditions of investment in iSoftel and Softel as follows:

1. The Company will change the proportion of its investment in iSoftel from the previous will invest in the proportion of 25.01 percent to 51.00 percent or equivalent to 51,000 shares and
2. The Company and iSoftel will change the way of investing from the original company will invest by acquiring ordinary shares of iSoftel (which holds 9 9 . 9 9 percent shares in Softel) from ISF Holding. It will change into an investment in iSoftel and Softel under the Entire Business Transfer (EBT) process. The Company will acquire and accepts the entire business transfer from ISF Holding (currently ISF Holding holds 51.00 percent of iSoftel and indirectly holds 99.99 percent of Softel through iSoftel)

In purchasing and accepting the entire business transfer from ISF Holding, the process is as follows:

1. ISF Holding will transfer the entire business of ISF Holding, comprising all assets, liabilities, rights, duties and liabilities from the existing ISF Holding and that will be in the future at the date of the entire business transfer. At present, ISF Holing has only 51,000 shares of iSoftel's common stock, representing 51.00 percent of the total issued shares of iSoftel (with Softel's subsidiary in 99.99 percent of the total shares sold of Softel) to the Company.

Independent Financial Advisor's Opinions Report On the Acquisition of Assets	Sabuy Technology Public Company Limited
In the Case of the Purchase of Ordinary Shares of iSoftel (Thailand) Company Limited and Softel Communication Company Limited

1. The Company will pay compensation for the purchase and acceptance of the entire business transfer from ISF Holding by issuing 8,742,857 newly issued ordinary shares of the Company to ISF Holding at the offering price of THB 28.00 per share, totaling THB 244.80 million.
2. After the completion of the trading process, ISF Holding will have to proceed with liquidation according to the procedure. ISF Holding will proceed to allocate the Company's shares received to the shareholders of ISF Holding in proportion to the following:

List of major shareholders of ISF Holding and number of shares allocated

	Order		Major Shareholders			Number of			Shareholding			Number of SABUY's
				Shares			proportion (Percent)			shares allocated
1		Mr. Kriengkrai Sri-ananraksa	42,840		84.00		7,344,000
2		Ms. Mary Panichpakdee	7,650		15.00		1,311,429
3		Mr. Anurak Chanlert, Secretary	510		1.00		87,428
			Total	51,000		100.00		8,742,857

Note: The major shareholder of ISF Holding is not a connected person of the Company according to the announcement of connected transactions.

The shareholders' meeting of the Company will determine the offering price clearly at the offering price of 28.00 THB per share, which is the offering price that is not less than 90.00 percent of the market price of the company's shares according to the Notification of the Capital Market Supervisory Board No. TorJor. 72 /2558 Re: Permission for Listed Companies to Offer Newly Issued Shares to Private Placement ("Notification Tor Chor 72/2558") and must be approved by the shareholders' meeting of the Company with a vote of not less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote. In addition, although the Company has been approved by the shareholders' meeting for the offering and allocation of the Company's newly issued ordinary shares, the Company must be approved by the Board of Directors in Securities and Exchange Commission as prescribed in the Notification Tor Chor 72/2558 prior to the offering and allocation of the Company's newly issued ordinary shares as well.

The market price for the issuance of newly issued ordinary shares to be allocated to ISF Holding is calculated from the weighted average price of the Company's ordinary shares in the Stock Exchange of Thailand ("SET") for the past 15 business days before the date that the Board of Directors has a resolution to propose to the shareholders' meeting of the Company. To consider and approve the issuance and allocation of the Company's newly issued ordinary shares to ISF Holding, i.e. between June 1, 2022 to June 22, 2022, with a price of 21.95 THB per share (information from SETSMART at www.setsmart.com).

In addition, if the offering price of newly issued ordinary shares to ISF Holding as mentioned above lower than

90.00 percent of the market price of the Company's shares before the SET The Company has a duty to prohibit ISF Holding from selling all such newly issued ordinary shares within 1 year from the date of the Company's newly issued ordinary shares of starting to trade on the stock exchange (Silent Period) after the date on which the Company's newly issued ordinary shares It started trading on the Stock Exchange of Thailand. After a period of 6 months, ISF Holding will be able to gradually sell the prohibited shares in the amount of 25.00 percent of

Independent Financial Advisor's Opinions Report On the Acquisition of Assets	Sabuy Technology Public Company Limited
In the Case of the Purchase of Ordinary Shares of iSoftel (Thailand) Company Limited and Softel Communication Company Limited

the total shares under the prohibition. Announcement of Criteria for Listing Ordinary Shares as Listed Securities B.E. 2558 dated May 11, 2015 (and as amended). This includes cases where ISF Holding is dissolved and liquidated which will require the transfer of the Company's shares that have been allocated to the shareholders of ISF Holding in proportion to their shareholding proportion. The rule must continue to comply with the above- mentioned criteria for a period of time until maturity.

In order to invest in iSoftel and Softel under the Entire Business Transfer (EBT) process, the Company will purchase and accept the entire business transfer from ISF Holding under 4 conditions as follows:

1. The Company's shareholders' meeting resolved to approve the company increased registered capital and allotment of newly issued ordinary shares to specific persons such as ISF Holding.
2. The shareholders's meeting of the Company resolved to approve the Company to invest by accepting transfer of all assets and liabilities of ISF Holding which is not a connected person of the Company. The assets and liabilities of ISF Holding consist of shares of iSoftel and Softel only, and the Company will pay compensation in the form of newly issued ordinary shares of the Company.
3. The Board of Directors meeting and the shareholders' meeting of ISF Holding resolved to approve the entire business transfer to the Company including entering into a business transfer agreement and other documents necessary and/or related to the said transaction as well as any other actions for the successful completion of the investment in the Company's newly issued ordinary shares.
4. The results of due diligence of ISF Holding, iSoftel and Softel are satisfactory to the Company.

Because entering into the above-mentioned transaction is considered an asset acquisition transaction of the Company. According to the Notification of the Capital Market Supervisory Board No. TorJor. 2 0 / 2 5 5 1 Re: Criteria for Significant Transactions Qualified as Acquisition or Disposition of Assets and the announcement of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Operations of Listed Companies Concerning the Acquisition or Disposition of Assets BE 2 5 4 7 ( " Notification of Acquisition or Disposition") with transaction size equal to 6.51 percent based on net profit criteria. This is the criterion that calculates the maximum transaction size from the consolidated financial statements of the Company ended on 31 March 2022 and when including the size of the asset acquisition transaction in the past 6 months, the total transaction size was 5 3 . 3 1 percent based on the net profit criteria. This is the criterion that calculates the maximum transaction size from the consolidated financial statements of the Company ended on 31 March 2022, from the size of the transaction, the value is more than 5 0 . 0 0 percent. Therefore, the Company is obliged to disclose information regarding the acquisition of assets of the Company to the Stock Exchange of Thailand ("SET") according to the announcement of the acquisition or disposal of assets and request approval for entering into the transaction to the shareholders' meeting and appoint an IFA to give opinions which must be approved by a vote of not less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote, excluding the shareholders' equity with interests.

However, this transaction is not considered a connected transaction as ISF Holding, iSoftel and Softel are not connected persons of the Company. According to the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on Connected Transactions dated August 31, 2008 and the Notification of the Board of

Independent Financial Advisor's Opinions Report On the Acquisition of Assets	Sabuy Technology Public Company Limited
In the Case of the Purchase of Ordinary Shares of iSoftel (Thailand) Company Limited and Softel Communication Company Limited

Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Acts of Listed Companies in Connected Transactions. 2003, dated 19 November 2003 ("The Notification of Connected Transactions").

The opinion of the IFA is for information purposes only in considering the approval of the transaction. The shareholders should study the information and opinions of the IFA in various aspects to use as information for their decision making. However, the final decision to approve is at the discretion of each shareholder of the Company.