) IFA's Opinion regarding the connected transaction of TTW

Cholavet Civil Co., Ltd. Thavornwong Co., Ltd. Nampol Construction Vetprasert Co., Ltd. 41.67% Co., Ltd. Mahasiri Siam Co., Ltd 12.50% 12.50% 12.50% 12.50% 25.00% CH. Karnchang Holding 12.50% Co., Ltd. 25.00% CK. Office Tower Co., Ltd. 3.71% 25.00% 25.00% 10.49% 5.19% BLDC 1.31% CH. Karnchang Plc. 55.00% 20.43% CH. Karnchang-Tokyu Construction Co., Ltd. 1.24% Mr.Prasert Marittanapon Bangkok Expressway Plc. 15.32% 35.31% Mr. Sombat Kitjalaksana 0.05% 0.08% 9.24% 0.09% Thai Tap Water Supply Plc. 0.05% Mr. Narong Sangsuriya Page 8 of the total 92 pages The Opinion Report of the Independent Financial Advisor 6. The List of shareholders who may have vested interest in the purchase of the Operating Rights and have no right to vote at the Extraordinary General Meeting No. 1/2009 are as follows (data as of the closing date of the Company's registration book of June 16, 2009): No. Name No. of shares % of paid-up capital 1. CH. Karnchang Plc. 1,408,777,400 35.308% 2. Bangkok Expressway Plc. 368,750,000 9.242% 3. Mr. Sombat Kitjalaksana 3,000,100 0.075% 4. Mr. Plew Trivisvavet 2,997,000 0.075% 5. Mr. Narong Sangsuriya 2,000,100 0.050% 6. Mr. Prasert Marittanaporn 2,000,100 0.050% 7. Mr. Prasert Trivisvavet* 700,000 0.018% 8. Mr. Kamthorn Trivisvavet 20,000 0.001% Total 1,788,244,700 44.818% Note: *Close relative of Mr. Plew Trivisvavet and Mr. Kamthorn Trivisvavet. 1.2 Type and size of the Transaction Over the past years, the Company has expanded its business through 2 methods : 1) Investment by the Company owned the assets such as participate bidding for the rights to sell tap water to PWA for 30 years according to the Sale Agreement with PWA. The Company would construct all production and distribution system, so the Company owns the assets, and not to be transferred to PWA, and 2) Investment by purchasing the common shares of the other companies in order to recognize operating revenue of such companies such as purchasing common shares of Pathum Thani Water Co.,Ltd. ("Pathum Thani Water"), which has the rights to sell tap water to PWA for 25 years according to the Sale Agreement with PWA. Pathum Thani Water itself constructed all production and distribution system, and transferred the distribution system to PWA when the agreement would expire. Hence, such expansion methods has the advantages and disadvantages as follows: Method Advantage Disadvantage 1. Investment by the Company owned the - Own the assets - Take time for preparation on proposal and assets - The value of the Investment is the actual request for license which the Company could not operate its business immediately cost, which is no additional expense for - Might expose risk from delaying goodwill construction or cost overrun than projected cost - Not render service directly to the final customer, but PWA is the only customer Page 9 of the total 92 pages The Opinion Report of the Independent Financial Advisor Method Advantage Disadvantage 2. Investment by purchasing the common - Can operate its business immediately - The Purchased cost would include expense shares of the other companies ("Pathum Thani because completion of construction and for goodwill Water") - Can recognized revenue when declaration license granted - Can expand saleable area on dividend - Must transfer the assets (the production and distribution system) to PWA - Might have the additional liabilities and contingent liabilities which could not be inspected or recognized as of the date of the purchase common shares - Not render service directly to the final customer, but PWA is the only customer However, under this business expansion, the Company has the purpose to expand its business by purchasing the right in operation for producing tap water and rendering service of water treatment to the companies in Bangpa-in Industrial Estate from BLDC. The Company desire to expand its scope of service to be more comprehensive by producing and distributing tap water, and directly collecting payment form the private customers who are the end user. Such service expansion covers more than the present service, which distribute tap water to PWA for redistribute to the end users. Furthermore, such expansion of service coverage from current sale on tap water in Nakhon Pathom and Samut Sakhon provinces to Bangpa-in Industrial Estate in Phra Nakhon Si Ayutthaya province.lead to the opportunity to the Company to provide such same service to the other industrial estates or areas. Additionally, purchase on the right for operation has the same advantage as purchasing common shares of the other companies, which can start the operation immediately. The Company can recognize immediately revenue from operation in the Company's financial statement because the Company itself operates its business. Moreover, the Company has not to record the liability of BLDC in the consolidated financial statement. However, such proceed of the Transaction has the same disadvantage as purchasing common shares of the other companies, which the Company doesn't own the asset at the expiry of the agreement. At that time, the Company should return the right in operation to BLDC, which is the similar case that Pathum Thani Water would return the right in operation to PWA at the expiry of the agreement. Moreover, the Company have to pay the higher price than the book value of the assets for purchasing the right in operation, which is the similar case that the Company purchased common shares of Pathum Thani Water at the higher price than the book value. Hence, the Board of Directors' Meeting No. 5/2009 on May 29, 2009 had the resolution to expand its business by purchasing of the rights to manage, operate, develop, monitor, maintain, improve, sell, service and collect revenues on (1) production of tap water for sale, (2) management of groundwater for sale, and (3) waste water treatment service ("Operating Rights") for the period of 30 years from the starting date of business operation at Page 10 of the total 92 pages The Opinion Report of the Independent Financial Advisor Bangpa-in Industrial Estate from BLDC, with which the Company shares common major shareholders and directors. The Company will pay a fee of Bt. 1,400 million for the said Operating Rights. Calculation of the Transaction in accordance with the SET's Notification, Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transaction B.E. 2546 (2003) and its amendment according to the Notification of the Capital Market Supervisory Board No. ThorJor. 21/2551 shows the Transaction size of 16.25% of the net tangible asset value of the Company and its subsidiaries which amounted to Bt. 8,615.86 million as per the consolidated financial statements as of March 31, 2009. The transaction size of over Bt. 20 million and higher than 3% of the net tangible asset value of the Company and its subsidiaries is considered the Connected Transaction which requires approval of the Shareholders prior to the Transaction according to the said notifications and Section 89/12 of the Securities and Exchange Act. Therefore, before executing on the Transaction, the Company is required to disclose details of the Transaction to the SET, prepare the report, and convene the Shareholders' Meeting to approve the entering into this Connected Transaction with a vote of at least three-fourths of the total votes of Shareholders or their proxies (if any) attending the meeting and having voting right, excluding shares of the Shareholders with vested interests. Additionally, the drafted agreement of operating rights dated July 2, 2009 specifies that during the period of the agreement, the Company would distribute tap water to the building or office of BLDC and the Building or Office of IEAT or the full-time officer in Banpa-in Industrial Estate in aggregate of not more than 25,000 cu.m. per annum. This deems to payment to BLDC according such agreement. Thus, distributing tap water for BLDC or IEAT's use with no cash payment has the value of Baht 562,500 per annum (at the rate of Baht 22.50 per cu.m. which is the actual rate at present) However, the Transaction size, according to the SET's Notification, Re: Disclosure of Information and Acts of Listed Companies Concerning Acquisition or Disposal of Assets B.E. 2547 (2004) and its amendment according to the Notification of the Capital Market Supervisory Board No. ThorJor. 20/2551, can be calculated only on the total consideration value basis as it concerns the purchase of Operating Rights. The Transaction size, computed to be 7.34% of total assets of the Company and its subsidiaries amounting to Bt. 19,063.28 million as per the consolidated financial statements ended March 31, 2009, is lower than 15% and, thus, is not considered an acquisition of assets to be disclosed to the SET and not required to seek approval from the shareholders meeting in accordance with the said notification of the SET and Section 89/29 of the Securities and Exchange Act. 1.3 Details of the Operating Rights On December 22, 1989, BLDC executed the joint agreement for the project in Bangpa-in Industrial Estate with Industrial Estate Authority of Thailand ("IEAT") to establish Bangpa-in Industrial Estate to develop property for sale along with providing utilities such as selling tap water, rendering service of water treatment, community service, Page 11 of the total 92 pages The Opinion Report of the Independent Financial Advisor and waste treatment, etc. to the companies in Bangpa-in Industrial Estate since 1991. However, later the Company and BLDC, which Mr. Plew Trivisvavet is the joint director and shareholder, viewed that purchasing the operating right from BLDC would give the opportunity to expand the scope of service and business expansion to the other area to the Company. Thus, the Company could recognize the operating revenue immediately. In the meantime BLDC, which owns the operating right, would receive compensation of Baht 1,400 million, which could use to repay loan and/or make an additional investment and/or reserve for operation. Therefore, the Board of Directors' Company No. 5/2009 on May 29, 2009 has the resolution that the Company make the investment by purchasing the operating right from BLDC, and BLDC agrees to offer the rights to manage, operate, develop, monitor, maintain, improve, sell, service and collect revenues on (1) production of tap water for sale, (2) management of groundwater for sale, and (3) waste water treatment service for a period of 30 years from the starting date of business operation at Bangpa-in Industrial Estate. At present, the Company and BLDC has not determine or decide on the operating plan after the expiry of the operating agreement whether to extend the period of the agreement or let the agreement expire because it's quite far length of time to the future. (See summary of the drafted agreement on production, distribution and service rights ("Draft Operating Rights Agreement") dated July 2, 2009 in Appendix 1.) In the purchase of the above Operating Rights, the Company has planned to use the rights to produce and sell tap water from surface water source with a maximum capacity of 48,000 cu.m./day and to provide waste water treatment services with a maximum capacity of 18,000 cu.m./day to customers in Bangpa-in Industrial Estate located at No. 139 Moo 2, Udom Sorayut Road, Khlong Chik Sub-district, Bangpa-in District, Phra Nakhon Si Ayutthaya Province. The Company will continue to hold the right to produce tap water from groundwater as reserve in case of natural water shortage. The investment value, the book value and the remaining useful life of the assets which the Company shall manage and operate can be concluded as follows: Types of Assets Investment Value Book Value as of Remaining Useful Life (Years) (Bt. million) Dec. 31, 2008 (Bt. million) (Estimated by BLDC) 1. Assets used in the surface water-based 30 years tap water production: - Raw water pumping station 113.98 - Tap water production plant 261.42 - Water distribution system 51.08 315.73 1/ Sub-total 426.48 2. Assets used in the groundwater-based 13 years tap water production: - Groundwater 21.60 - Water drum 40.00 Page 12 of the total 92 pages The Opinion Report of the Independent Financial Advisor Types of Assets Investment Value Book Value as of Remaining Useful Life (Years) (Bt. million) Dec. 31, 2008 (Bt. million) (Estimated by BLDC) - Groundwater pump 2.70 - Pipeline 15.00 n.a. 2/ Sub-total 79.30 3. Assets used in the provision of waste water treatment service: 15 years 3.1) Existing water treatment system - Civil work 220.00 - Waste water pipeline 5.00 - Control room 2.50 - Pump 4.50 n.a. 2/ Sub-total 232.00 30 years 3.2) New water treatment system - 3/ - Bio-activated SDO waste water 28.89 treatment system Sub-total 260.89 Total 766.67 Note: 1/ It was the value of the work under construction recorded in the financial statement of BLDC. Such assets have commenced for operation since January 2009. 2/ BLDC couldn't find the book value as of December 31, 2008 of such assets since BLDC recorded the investment value of such assets in the transaction "Properties for sale" and gradually amortized as cost of sales for the land in Bangpa-In Industrial Estate. As of December 31, 2008, the book value of Properties for sale was Bt. 11.07 million. 3/ BLDC hired the private company to construct and expand the capacity of water treatment system with the investment value of Bt. 28.89 million. As of December 31, 2008, BLDC didn't record such value as the work under construction in its financial statement. (See summary of key assets under the Company's Rights of Operation and Management in Appendix 2.) 1.4 Conditions precedent to the Transaction The purchase of the Operating Rights from BLDC in the amount of Bt. 1,400 million is considered the Connected Transaction in accordance with the SET's Notification, Re: Disclosure on Information and Other Acts of Listed Companies Concerning the Connected Transaction B.E. 2546 (2003), its amendment according to the Notification of the Capital Market Supervisory Board No. ThorJor. 21/2551 for the Transaction concerning assets or services, and Section 89/29 of the Securities and Exchange Act. B.E. 2551 (2008). The transaction size of the Transaction is 16.25% of net tangible asset value of the Company and its subsidiaries as per the consolidated financial statements ended March 31, 2009. As the value of the Transaction is over Bt. 20 million and higher than 3% of net tangible asset value, the Company is required to prepare a report and disclose such Transaction to the SET and to obtain approval of the shareholders meeting. The decision to enter into this Connected Transaction Page 13 of the total 92 pages The Opinion Report of the Independent Financial Advisor must consist of at least three-fourths of the total votes of shareholders or their proxies (if any) attending the meeting and having voting right, excluding shares of the shareholders with vested interests. Therefore, the Company will agree to purchase the Operating Rights from BLDC upon: 1. Approval by the Company's Shareholders meeting (excluding the shareholders with vested interests) for the said Transaction with the required number of votes mentioned above; and 2. Conclusion of the agreement between the Company and BLDC on the Operating Rights, which is expected by September 2009. 1.5. Profile of Bangpa-In Land Development Co., Ltd. 1.5.1 Background and key developments Bangpa-In Land Development Co., Ltd. ("BLDC") was established on August 9, 1988 with the initial registered capital of Bt. 1 million to engage in property development business for sale and to provide public utilities and facilities services for entrepreneurs operating industrial plants in Bangpa-in Industrial Estate. BLDC has its head office located at No. 587 Sutthisan Winitchai Road, Din Daeng Sub-district, Din Daeng District, Bangkok and its branch office at No. 139 Moo 2, Udom Sorayut Road, Khlong Chik Sub-district, Bangpa-in District, Phra Nakhon Si Ayutthaya Province. On December 22, 1989, BLDC signed an agreement on joint operation of Bangpa-in Industrial Estate Project ("joint operation agreement") with the Industrial Estate Authority of Thailand ("IEAT") for the establishment of Bangpa-in Industrial Estate under the Industrial Estate Authority of Thailand Act B.E. 2522 (1979). On the same date, the Board of Investment ("BOI") also approved investment promotion for Bangpa-in Industrial Estate for the type of Industrial Zone. At present, BLDC's paid-up registered capital accounts for Bt. 240 million, divided into 2.40 million ordinary shares at par value of Bt. 100 each. 1.5.2 Description of business BLDC engages in property development business for sale and renders public utilities and facilities services for entrepreneurs operating industrial plants in Bangpa-in Industrial Estate. These include electricity, tap water, telephone, and waste water treatment systems, including apartment accommodations, stadium, bank, canteen, seminar/conference rooms, shared parking areas, etc. Bangpa-in Industrial Estate is located on an area of 1,962 rai. BLDC has divided the land into five zones according to the utilization as follows: 1. General Industrial Zone is designated for industrial operations or other activities beneficial to or connected with industrial operations, with an area of 1,172 rai available for (more)