True Public : Independent Financial Advisor's Opinion Report on the Amalgamation between True Corporation Public Company Limited and Total Access Communication Public Company Limited (Part 1/2)

Independent Financial Advisor's Opinion Report on the Amalgamation between

True Corporation Public Company Limited and

Total Access Communication Public Company Limited

Reporting to

The Shareholders of True Corporation Public Company Limited

Prepared by

Kiatnakin Phatra Securities Public Company Limited

11 March 2022

(Translation)

Independent Financial Advisor's Opinion Report on the Amalgamation

No. 078/2021

11 March 2022

Subject Independent Financial Advisor's Opinion on the Amalagamation between True Corporation Public Company Limited and Total Access Communication Public Company Limited

To	Shareholders of True Corporation Public Company Limited

The Board of Directors Meeting of True Corporation Public Company Limited (the "Company") No. 1/2022, which was held on 18th February 2022, resolved to propose to the 2022 Annual General Meeting of Shareholders for consideration and approval of the amalgamation between the Company and Total Access Communication Public Company Limited ("DTAC") under the provisions of Public Limited Companies Act B.E. 2535, as amended (the "PLCA") (the "Amalgamation") and approved for the Company to enter into an amalgamation agreement with DTAC to set forth the terms and conditions of the Amalgamation.

As part of the process of the Amalgamation, there will be an allocation of shares in a new company which will be created as a result of the Amalgamation ("NewCo") to the shareholders of the Company and DTAC in accordance with the following ratios ("Exchange Ratio"):

1 existing share in the Company	to 0.60018 shares in NewCo; and
1 existing share in DTAC	to 6.13444 shares in NewCo.

The above Exchange Ratio have been considered based on NewCo' s registered and paid- up capital of THB 138,208,403,204, divided into 34,552,100,801 ordinary shares, with a par value of THB 4.

In the allocation of shares in NewCo to the shareholders of the Company and DTAC, if there is a fraction of a share which is greater than or equal to 0. 5 share as a result of the calculation in accordance with to the foregoing ratios, such fraction will be rounded up to 1 share. If a fraction of a share is less than 0. 5 share, such fraction will be disregarded. NewCo will pay cash compensation for the lesser share to the relevant shareholders which will be calculated proportionately with respect to the disregarded fraction of share. The amount of compensation and details of payment will be further determined by the Company and DTAC.

In order to ensure that the capital of NewCo is comprised 34,552,100,801 ordinary shares with a par value of THB 4 per share, Citrine Global Company Limited and Citrine Venture SG Pte Ltd, joint venture companies of Charoen Pokphand Holding Company Limited ("CPH"), a shareholder of the Company and Telenor Asia Pte Ltd ( " TnA" ) , a shareholder of DTAC, have agreed to be balancers ( together, the

• Balancers" ) for the purpose of the rounding of shares and shall pay to or receive compensation from NewCo for such balancing shares. Therefore, if the total number of issued shares in NewCo to be allocated to the shareholders, which is calculated according to the foregoing ratios, is more than 34,552,100,801

(Translation)

Independent Financial Advisor's Opinion Report on the Amalgamation

shares immediately after the Amalgamation, NewCo will allocate fewer shares to the Balancers so that the total number of issued shares in NewCo allocated to its shareholders will be equal to 34,552,100,801 shares. NewCo will compensate the Balancers in cash for such fewer number of shares allocated to them in an amount equivalent to the compensation per share in NewCo, which is payable to shareholders for the disregarded fractions of shares, multiplied by the number of such fewer number of shares in NewCo allocated to the Balancers. In the event that the total number of issued shares in NewCo, calculated according to the foregoing proportions, is less than 34,552,100,801 shares immediately after the Amalgamation, NewCo will allocate additional shares to the Balancers so that the total number of issued shares in NewCo allocated to its shareholders will be equal to 34,552,100,801 shares. In this case the Balancers will pay for the additional shares in NewCo in the amount equivalent to the compensation per share in NewCo, which is payable to shareholders for the disregarded fractions of shares, multiplied by the number of the additional number of shares in NewCo allocated to the Balancers. The determination of such Balancers is for the purpose of having the NewCo's number of shares to be consistent with the registered capital of NewCo from the Amalagamation, which is in accordance with Section 148, Chapter 12 Re: Amalgamation of the PLCA, which requires that the registered capital of NewCo must not be less than the total paid-up capital of the companies to be amalgamated.

The Amalgamation must be approved by the shareholders meeting of each of the Company and DTAC by the votes of at least three-fourths of total votes of shareholders attending the meeting and entitled to vote in accordance with the provisions of the PLCA.

However, If the shareholders meeting of each of the Company and DTAC resolves to approve the Amalgamation, but there are shareholders who attend the shareholders meeting and vote against the Amalgamation ( the " Dissenting Shareholders" ) , the Company shall arrange for a person( s) who will purchase shares of the Company from the Dissenting Shareholders at the last traded price on the Stock Exchange of Thailand (the "SET") immediately prior to the date on which the shareholders' meeting of the Company resolves to approve the Amalgamation ( the " Offer Price") , which in this case is the last traded price on 1st April 2022, pursuant to Section 146 paragraph 2 of the PLCA (the "Purchasers").

In this regard, the Purchasers will purchase the shares from the Dissenting Shareholders at the Offer Price after completion of the conditional voluntary tender offer for all shares in the Company at the tender offer price of THB 5.09 per one share in the Company (the "VTO"). With the intention to provide an opportunity to the existing shareholders of the Company who do not wish to hold shares in NewCo to sell their shares in the VTO, in addition to the opportunity to sell shares as the Dissenting Shareholders to the Purchasers, Citrine Global Company Limited and Citrine Venture SG Pte Ltd ( together, the " Tender Offerors" ) will jointly launch the VTO upon the satisfaction of all of the specified conditions ( which had already been announced through the SET website on 22nd November 2021)

The Board of Directors resolved to approve the appointment of Kiatnakin Phatra Securities Public Company Limited, as an independent financial advisor (the "IFA"), to provide its opinions to the shareholders of the

(Translation)

Independent Financial Advisor's Opinion Report on the Amalgamation

Company on the Amalgamation and the VTO to ensure that the shareholders will have complete and sufficient information to support their consideration and making decision to pass a resolution on the Amalgamation and their consideration on the VTO.

The IFA has prepared the opinion on the Amalgamation (the "Opinion") in accordance with the "Practices and Sources of Information in the Preparation of the Opinion of the Independent Financial Advisor" as mentioned in section 3. 1 of this Opinion. This Opinion by the IFA is based upon market, economic and other conditions as they exist and can be evaluated and, on the information made available to the IFA, as of the date hereof. Such information and assumptions are subject to change in due course and may have material effect on the Opinion of the IFA. The IFA has no obligation to update, revise or reaffirm the Opinion stated herein.

	(Translation)
Independent Financial Advisor's Opinion Report on the Amalgamation
Table of Contents
1.	Executive Summary .........................................................................................................................................	1
2.	Characteristics and Details of the Amalgamation ........................................................................................	5
2.1.	Details of the Allocation of Shares in NewCo to the Shareholders.................................................................................................	6
2.2.	Details of the Amalgamation ..................................................................................................................................................................	7
2.3.	Pro Forma Financial Highlights of NewCo ..........................................................................................................................................	9
2.4.	Process, implementation period and procedures of the Amalgamation.......................................................................................	13
2.5.	Conditions of the Amalgamation..........................................................................................................................................................	21
2.6.	Shareholding Structure Before and After the Amalgamation .........................................................................................................	22
	Opinion of the IFA on the Appropriateness of the Amalgamation............................................................	26
3.1.	Practices and Sources of Information in the Preparation of the Opinion of the IFA...................................................................	26
3.2.	Appropriateness and Benefits of the Amalagamation......................................................................................................................	27
3.3.	Advantages of the Amalagamation.....................................................................................................................................................	28
3.4.	Disadvantages of the Amalgamation..................................................................................................................................................	29
3.5.	Risks of the Amalgamation...................................................................................................................................................................	30
	Appropriateness of the Exchange Ratio for the Amalgamation................................................................	32
4.1.	The Overview of Methodologies Conducted to Evaluate the Appropriate Exchange Ratio .....................................................	32
4.2.	Financial Projections of the Company................................................................................................................................................	34
4.3.	Financial Projections of DTAC.............................................................................................................................................................	40
4.4.	Discounted Cash Flows Approach (DCF) .........................................................................................................................................	45
4.5.	Trading Comparable Approach ...........................................................................................................................................................	49
4.6.	Precedent Transaction Comparable Approach.................................................................................................................................	54
4.7.	Book Value Approach ...........................................................................................................................................................................	56
4.8.	Volume Weighted Average Price (VWAP)........................................................................................................................................	57
4.9.	Research Analysts Consensus............................................................................................................................................................	59
4.10.	Summary of Results on the Appropriate Range of Exchange Ratio for the Amalgamation.....................................................	61
	Summary of the Opinion of Independent Financial Advisor .....................................................................	62