Siam Makro Public : Independent Financial Advisor's Opinion Report on the Acquisition of Asset Transaction and the Connected Transaction Regarding the Acceptance of the Entire Business Transfer of C.P. Retail Holding Company Limited (2/2)

5. Summary of the Opinion of Independent Financial Advisor

Reasonableness and benefits of entering into the transaction

This transaction would provide an opportunity to combine the expertise of the Company and CPRD in wholesale and retail grocery space, allowing mutual use of the business ecosystem in terms of branch network, technology, logistics system, and customer base to strengthen and sustainably grow the whole business. In addition, the transaction will allow the Company and CPRD to offer products and services to all groups of customers in the grocery supply chain by connecting all sectors together from producers, various business sectors to consumers. The transaction would promote more access to grocery products and increase the opportunity to support small producers and small and medium-sized businesses, such as helping SMEs export their products to foreign markets. As a result, a more robust SME segment would create jobs in various fields for domestic entrepreneurs, an important driving force in the country's economy to have sustainable growth

Therefore, the independent financial advisor opines that the transaction is reasonable and creates benefits and long-term value for the Company's business and the stakeholders of the Company.

Appropriateness of the number of newly issued shares

For the reasonableness of the number of newly issued shares, IFA has assessed the value of CPRH and the Company through various methods to find the range of the number of newly issued shares of the Company suitable for entering into the entire business transfer transaction. IFA believes that the discounted cash flows (DCF) is an appropriate valuation method because it can reflect future performance under reasonable business plans and assumptions of both CPRH and the Company. As a result, the appropriate range of newly issued shares is 4,937.3 - 5,400.4 million shares. Since such range covers the proposed newly issued 5,010.3 million shares, the IFA opines that the number of newly issued shares is appropriate.

Adequacy of working capital

For the adequacy of working capital, the Company will issue new shares to pay for the entire business transfer, which will not affect the cash position and liquidity of the Company. Therefore, the independent financial advisor opines that the Company has sufficient working capital for the transaction.

Conditions precedent

The conditions precedent require approval from the board of directors and shareholders of all relevant entities, approval from the SEC with regards to the private placement to CPRH, and consent, permission, agreement or waiver from customers, business partners, and financial creditors or a third parties involved in this transaction. The IFA views that those conditions are typical for this type of transaction.

For the condition of signing a letter of guarantee for CPRD's liabilities, IFA considers it standard practice. Given that CPRD is an investment company whose primary assets are investments in Lotus TH and Lotus MY, such condition is essentially a guarantee from a parent to a subsidiary that does not operate a business. The IFA opines that the conditions precedent to entering into the transaction are appropriate.

76

In this regard, the Independent Financial Advisor opines that the transaction is appropriate, and the shareholders should approve the transaction. Shareholders should consider the information, opinions, and details in this report including but not limited to the advantages and disadvantages of entering into this transaction. However, the decision to approve or disapprove of entering into this transaction is mainly at the shareholders' discretion.

77

78

Attachment 1

BUSINESS DESCRIPTION1

Overview

CPRD is a leading retailer of groceries and consumer goods which has a variety of store formats as well as a leading mall operator in Thailand and Malaysia. In Thailand, through its subsidiary Ek-Chai, CPRD is a leading multichannel retailer in terms of both physical store space and market share. As of 28 February 2021, it had 2,094 stores across the country, including 219 hypermarkets, 196 supermarkets and 1,679 mini-supermarkets. CPRD's retail business in Thailand is supported by strong local supply chains and efficient distribution and logistics networks. In addition, CPRD also has strong brand equity and investment plans in the various strategic initiatives.

In addition, through its subsidiary Ek-Chai, CPRD is a leading operator of malls in Thailand in terms of number of malls. As of 28 February 2021, in Thailand it had:

• 196 malls (excluding the 23 LPF listed property fund malls described below) representing permanent net lettable area ("NLA") of approximately 715,000 m2 in aggregate, occupied by CPRD's hypermarkets. 61 of these malls were owned by CPRD under freehold over land and building;
• an occupancy rate of approximately 90% at its malls based on permanent NLA; and
• a 25% interest in LPF, through its subsidiary Ek-Chai, a listed property fund that holds 23 malls across Thailand with permanent NLA of approximately 337,000 m2.

CPRD also operates a leading retail store business and malls business in Malaysia through its subsidiary Lotus MY. As of 28 February 2021, CPRD operated 46 hypermarkets and 16 supermarkets across Peninsular Malaysia. Similar to CPRD's retail business in Thailand, CPRD's Malaysia retail business is supported by reliable supply chains and robust distribution and logistics networks, as well as CPRD's strong brand equity and significant investments in the various strategic initiatives discussed above.

As of 28 February 2021, CPRD's malls business in Malaysia had:

• 57 malls representing permanent NLA of approximately 296,000 m2 in aggregate, of which 40 malls were owned by CPRD under freehold or leasehold over title2; and
• an occupancy rate of approximately 92% at its malls based on permanent NLA.

As of and for the year ended 31 December 2020, CPRD had revenue from sale of goods of THB 197,460 million, rental income and revenue from rendering of services of THB 11,188 million and total assets of THB 406,640 million, in each case on a pro forma basis.3

1

2

3

Due to rounding conventions, totals given for columns of figures in this document may not equal the sums of the individual line items contained therein.

In Malaysia, a freehold gives the title holder the right from the Malaysian government to use the land for an indefinite period. A leasehold gives the title holder the right from the Malaysian government to use the land for a term not exceeding 99 years, which means the landowner can hold the land until the expiry of the leasehold period and, unless extended or renewed, the leasehold land will revert to the Malaysian state. Both freeholds and leaseholds are transferrable.

Unless stated otherwise, references to "pro forma" financial information for CPRD assumes CPRD acquired Lotus TH, Ek-Chai and Lotus MY effective 1 January 2019. In addition, although CPRD's fiscal year-end is 31 December, the underlying financial statements of Lotus TH and Lotus MY have a fiscal year-end of 28 February until 28 February 2021. Therefore, the data presented herein for Lotus TH and Lotus MY are based on their respective financial years ended 29 February 2020 and 28 February 2021.

1

Attachment 1

Recent Developments

Asset acquisitions from CPFT

• On 31 May 2021, CPRD entered into an agreement with CPF Trading Co., Ltd. ("CPFT"), an indirect subsidiary of CPF, through its subsidiary Ek-Chai, to purchase certain assets including equipment, IT systems and other relevant assets and information. CPRD has agreed to pay total consideration of approximately THB 862 million for these assets. CPRD plans to use such assets to support CPRD's existing businesses.

Impact of COVID-19 pandemic

• General impact. Thailand and Malaysia have experienced and continue to experience multiple waves of the COVID-19 outbreak, and new variants of COVID-19 have been discovered. The COVID-19 pandemic has caused significant disruptions to global and regional economies, including the economies of Thailand and Malaysia. To curb the spread of COVID-19, the governments in Thailand and Malaysia have imposed various protective measures against the outbreak. For example, they have implemented protective measures including temporary shutdowns of operating facilities or reduced operating hours, implemented lock downs in high risk areas, implemented travel restrictions and border controls, suspended business activities, imposed rules on quarantines and social distancing and suspended major events. This has significantly affected the Thai and Malaysian economies, production and supply chains and the business operations of companies in these countries, including ours. In Thailand, the impact of COVID-19 was initially less severe than in other countries. However, the most recent wave of COVID-19 infections has severely impacted Thailand since December 2020 and has resulted in the implementation of full or partial lockdowns in several regions where CPRD's stores and malls are located. These measures have disrupted normal business operations both in and outside of affected areas, and the resulting economic effects have had a particularly negative impact on Thailand's travel and tourism industry, with large-scale closures of hotels, restaurants and airlines throughout the country. CPRD's management is closely monitoring the situation and cooperating with the local governments to ensure the sufficiency of food availability and to minimise the impact on its business to the extent possible.
• Measures undertaken by CPRD. CPRD have taken extensive precautionary measures to protect its employees and customers from COVID-19 and the effects of the pandemic. Among many measures:

• it has implemented strict safety measures, such as regular sanitation efforts and social distancing measures, across its stores, distribution centres and offices;
• it has provided protective equipment to its employees;
• it has adjusted its work processes and enabled various groups within its work force to work from home in order to reduce the risk of infection without materially sacrificing operations and productivity;
• it has provided COVID-19 insurance coverage to many of its employees who were most at risk;
• it has provided additional assistance to its employees including cash coupons for purchasing necessary supplies from its stores; and
• it has endeavoured to avoid layoffs and in some cases, even increased recruitment during the pandemic period. It also paid out special cash awards to certain

2