) Opinion of IFA on the Connected Transections

by up to 100,000 cu.m./day. Construction period is expected at 18 months counting from the date of engagement agreement signing or after the Company's entering into the PSA with PWA. The Company will pay for the construction works by installments as exhibited in the final proposal submitted by CK to the Company on October 17, 2008. The Company shall make payment to CK during 60-430 days according to the job progress for each installment as follows: No. Job Description Amount * Expected to be (Baht Million) completed (days) 1.0 Upgrading Banglen Water Treatment 1.1 Preparatory Work 5,044,719.82 60 - 290 1.2 Raw Water Pump Sump 15,823,538.28 80 - 280 1.3 Raw Water Pipe Support and Rapid Mix Tank 5,249,220.65 80 - 320 1.4 Sludge Blanket Clarifier and Clarifier inlet 26,209,590.12 90 - 360 1.5 Rapid Gravity Filter 19,766,924.13 60 - 290 1.6 Filtered Water Duct Extension 9,084,800.12 60 - 270 1.7 Surge Protection 3,311,810.49 150 - 300 1.8 Treated Water Pump Power Supply 222,890.01 180 - 255 1.9 Road, Pavement, Drainage and Landscaping 5,572,250.37 60 - 425 Subtotal 90,285,743.99 2.0 Booster Pumping Station 1 (BP1) 2.1 Water Storage Tank 252,141,713.68 60 - 400 2.2 Machinery Building 48,861,788.65 90 - 380 2.3 Transformer, Ring Main Unit, Sub-Station and Generator 543,434.08 150 - 275 2.4 Surge Protection 4,352,834.64 100 - 250 2.5 Road, Pavement, Drainage and Landscaping 30,646,560.76 90 - 430 2.6 Toilet and Guard House 1,819,875.19 90 - 400 Subtotal 338,366,207.00 3.0 Booster Pumping Station 1 (BP2) 3.1 Water Storage Tank 190,018,537.57 60 - 400 3.2 Machinery Building 36,823,124.13 90 - 380 3.3 Transformer, Ring Main Unit, Sub-Station and Generator 409,541.71 150 - 275 3.4 Surge Protection 3,280,374.60 100 - 250 3.5 Road, Pavement, Drainage and Landscaping 23,095,800.27 90 - 430 3.6 Toilet and Guard House 1,371,490.73 90 - 400 Subtotal 254,998,869.01 Total 683,650,820.00 Notes : VAT included Considering the above payment condition, we view that such payment condition will not put the Company at a disadvantage to the contractor. The Company's executives has confirmed that before each installment payment, there will be join inspection of the works done between the Company, the consulting engineer and the contractor to the satisfaction of all the parties. Therefore, such payment condition is considered fair being in the normal course of business operations. 5. Conclusion of the Opinion of the IFA 1. Reasonableness and benefit of connected transaction The connected transaction is considered reasonable. At present, the Company's latest average water distribution volume has come nearly reached full production capacity. If there is no decision made on this matter at the moment, the Company may lose opportunity to distribute water in the service areas in the near future, or lose part of the market share to other tap water providers. In addition, considering the selected contractor for the civil works, i.e. CK, it is one of the country's top contractors with firm financial standing and favorable operational performance. The risk of failure to complete the works in compliance with the agreement is low. Having CK which is not only the Company's major shareholder and a related party but also a contractor that had experience with the construction of the Company's existing plan infrastructures, hence more reliability. CK has also been the contractor for the expansion of the water production and distribution systems of PTW, a subsidiary company of the Company, since 2006 and the water production of the facilities thereof has started since August 2008. 2. Fairness of terms and conditions Price and budget control by specialized team We, the IFA, are of the opinion that the civil construction price for the expansion of the Company's tap water production capacity by up to 100,000 cu.m./day is reasonable, as it is lower than the budget estimated by Thai MM, the project manager, by Bt. 24.49 million or 3.69%. Such price has been concluded after rounds of negotiations between the Company and CK. The final price proposed by CK is also lower than the price initially proposed by CK by Bt. 36.08 million or 5.34%. For the construction payment condition, we view that it will not pose any threat on the Company or make it at a disadvantage. Therefore, the condition pertaining to the connected transaction is considered fair being in the normal course of business operations. Analysis of the rate of return We, the IFA, are of the opinion that the Company has the capabilities to implement this tap water expansion project due to the above-nil net present value of the project, the rate of return higher than cost of capital, and a rather short payback period (between 11 - 13 years). When considering for all the above information, including objective for entering this transaction, business reason, reasonableness, pros and cons, fairness of price and condition of transaction, investment rate of return, including other factor that might affect the Company. The Financial Advisor opines that the terms & conditions underlying this Connected Transaction between the Company and CK are considered reasonably fair. It is thus recommended that the shareholders vote for the making of the connected transaction.ACL Securities Co., Ltd., who is a Financial Advisor, has study and analyzes all the information with best affords and have been prudently made in compliance with the professional standards with due regard to the shareholders' benefits. For this Financial Advisor opinion report, Financial Advisor has reviewed and relied upon the information provided by the Executives and other publicly available sources and industry information. In preparing our report, Financial Advisor has assumed and relied upon the accuracy and completeness of all information, and has not made or obtained or assumed any responsibility for independent verification of such information. Should there be any future significant changes that may have material adverse impacts on this opinion. Nonetheless, shareholders can review the transaction based on information, rationale and opinion provided herein by the Financial Advisor in making final decision, whether to accept or reject the transaction, at their own discretion. Yours sincerely, ACL Securities Company Limited (Mrs. Julaporn Namchaisiri) Managing Director Corporate Finance