1) IFA's Opinion regarding the connected transaction of TTW

right to administer and mange utilities system in Bangpa-in Page 71 of the total 92 pages The Opinion Report of the Independent Financial Advisor Details The IFA's Opinion Indutrial Estate. These 4 rights are to render service to community, sell tap water, waste water treatment, and waste disposal. However, the major revenue come from sale of tap water and rendering service of waste water treatment, which cover 83% of revenue from rendering utilities service in 2009. Therefore, payment for supervisory fee at 50% deem that the Company would receive benefit because it would vary with the revenue. 7. Condition of expense for utilizing the land It is normal that the Company would be responsible for expense for utilizing the other's land because the Company receive benefit from utilizing the land. So the Company would be responsible to pay expense that come from such utilization. If the Company utilize the right on land of BLDC, the Company would be not responsible for this additional expense, but BLDC would be responsible to all expense. 8. Condition that the Company would be responsible for any Such condition is normal for the purchase on the right agreement expenses and investment that the Company received the assets because the right belong to BLDC. Therefore, the Company, as from BLDC according to the operating right. At the expiry date of the transfee, would be responsible for any expense of the agreement the Company would return all asset to BLDC. maintenance and reparing on the asset. If the Company make an additional investment for replancement or increasing effiency, those asset would be belong to the owner, and the Company have to return those asset to BLDC at the expiry date of the agreement. 9. The right to terminate the agreement This condition is normally specified in order to protect the other party. in case that there is a breach on the agreement or any action that damage to the other party. Therefore, the Indpendent Financial Advisor has the Opinion that the terms and conditions of payment are fair as in the normal course of business operations and do not put the Company at the inferior position to BLDC. Moreover, the Independent Financial Advisor has the Opinion that the other conditions in the drafted agreement of the operating rights is agreed by both parties and normal practice for the agreement. Page 72 of the total 92 pages The Opinion Report of the Independent Financial Advisor 4. Conclusion of the IFA's opinions 4.1 Reasonableness and benefit of the Transaction The Indpendent Financial Advisor has the Opinion that the acquisition of Operating Rights at Bangpa-in Industrial Estate is aligned with the Company's tap water business objective as the Company can enlarge its tap water distribution coverage from Nakhon Pathom and Samut Sakhon provinces to Bangpa-in Indutrial Estate in Phra Nakhon Si Ayutthaya province, thus helping to promote the Company's image as the largest privately owned producer of tap water in Thailand. In addition, to purchase such right will enable the Company to run a comprehensive tap water business, ranging from production to distribution and service charge collection from customers in Bangpa-in Indutrial Estate. Therefore, the Company's service coverage will be expanded and risk from reliance on a sole customer, PWA, will be lowered to some degree. The Company will also be authorized to render a waste water treatment service to the operators in Bangpa-in Indutrial Estate, which corresponds with its policy to diversify into other related business. Accordingly, this Transaction will be a starting point and give it an opportunity to expand the scope of services to the private sector customers. This will at the same time help to boost its income from the business operations and relatively strengthen its income stability in the long run through the 30- year term of the Operating Rights. The Company can then exploit its own experience and skill in the tap water production for a successful operation at Bangpa-in Industrial Estate. However, as mentioned in Item 2.4 - Risk Factors to make the Transaction page 47, the Independent Financial Advisor is of the opinion that there are the risk factors which the Company and its shareholders should cautiously consider before entering into this transaction since if the clarifications on the risk factors provided by the Company and BLDC were different as disclosed, it might impact the Company's the operation and the operating performance at Bangpa-In Industrial Estate. As a result, it might cause the Company can't receive the expected return from investment. 4.2 Fairness of price and appropriateness of payment term and the other conditions of the drafted agreement of the operating rights The Indpendent Financial Advisor has the Opinion that the price of the Operating Rights of Bt. 1,400 million is reasonable because under the assumption used herein the Company will obtain the net present value of cash flow greater than zero, or in a range of Bt. 25.75 million - Bt. 139.60 million, which is higher than the investment cost, whereas the average rate of return on investment is equal to 12.80%. However, the Independent Financial Advisor is of opinion that the investment value of Bt. 1,400 million is quite close to the fair value computed under the determined assumptions and thus, when the Company starts actual operation and the assumed factors have been deviated, especially the factor about the growth rate of demand for tap water volumes of the entrepreneurs in Bangpa-In Industrial Estate , it might effect the return from investment of this project. Page 73 of the total 92 pages The Opinion Report of the Independent Financial Advisor The Indpendent Financial Advisor has the Opinion that the payment term is by no means a disadvantage to the Company, but is considered fair and in line with the business norms. Moreover, the Independent Financial Advisor has the Opinion that the other conditions in the drafted agreement of the operating rights is agreed by both parties and normal practice for the agreement. 4.3 IFA's opinions Taking into account all above facts, objectives of the Transaction, business justification, advantages and disadvantages, reasonableness of the Transaction, fairness of price and payment term, and given that all factors of concern described in Item 2.4 - Risk factors to make the Transaction appear to be as clarified by TTW and BLDC and all conditions to be set out in the final Operating Rights Agreement are no less inferior to those specified in the draft agreement, the Indpendent Financial Advisor has the Opinion that the Connected Transaction to be made with BLDC is appropriate and therefore would like to recommend that the shareholders vote in favor of such Transaction. As the IFA, the Indpendent Financial Advisor hereby certify that the Indpendent Financial Advisor has performed the study and analysis of the information mentioned above with prudence and under the professional standards and have given our rationales fairly based on the information and analytical outcome, with consideration of benefit for the interest of minority shareholders. The Opinion is provided according to the information available from the documents and/or interviews with the management and concerned staff of the Company and BLDC, as well as the publicly disclosed information and all other relevant information. The Indpendent Financial Advisor has assumed that all such information is true and correct. Therefore, if the information is not correct and/or not true and/or will significantly change in the future, it might impact our opinions given herein. The Indpendent Financial Advisor accordingly cannot affirm the impacts likely posed by such factor on the Company and its shareholders in the future. Moreover, the opinions herein are provided solely for proposing to the Company's Board of Directors and shareholders regarding the above mentioned Transaction. Nonetheless, the final decision whether to approve the Transaction rests primarily with the shareholders. The shareholders should study the information and the rationales, advantages & disadvantages, risk factors and opinions on other additional issues provided in the documents attached to the Notice of Shareholders Meeting, so that they could properly make the final decision at their own discretion. Truly yours, Country Group Securities Plc. - Surabhon Kwunchaithunya - - Chupong Tanasettakorn - (Mr. Surabhon Kwunchaithunya) (Mr. Chupong Tanasettakorn) Director & Vice CEO Managing Director The Independent Financial Advisor Page 74 of the total 92 pages The Opinion Report of the Independent Financial Advisor Appendix 1 Summary on the drafted agreement on production, distribution and service rights ("Operating Rights Agreement") dated July 2, 2009 : Bangpa-In Land Development Co., Ltd. ("BLDC") Assignor : Thai Tap Water Supply Plc. ("the Company" or "TTW") Assignee : 30 years from the signing date in Operating Rights Agreement Agreement period Agreement objectives: BLDC agrees to assign all the rights it possesses solely to the Company to manage, operate, develop, monitor, maintain, improve, sell, service and collect revenues on (1) tap water production from raw water for distribution, (2) groundwater pumping for distribution, and (3) waste water treatment service (combinedly referred to as "Operating Rights") for a period of 30 years from the starting date of business operations at Bangpa-in Industrial Estate. The Company shall pay consideration for the purchase of Operating Rights to BLDC in the amount of Bt. 1,400 million, with the first installment of Bt. 1,000 million payable by the Agreement signing date, and the remaining two installments each of Bt. 200 million payable within 365 days and 730 days as from the Agreement signing date respectively. Such consideration is a lumpsum payment including tax or other relevant expenses payable under the Agreement, except VAT, with the Company to deduct the withholding tax from such consideration (if any) and deliver it to the Revenue Department before payment for any remaining expenses together with sending the certificate of deduction of withholding tax to BLDC without any compensation for the withholding tax or any other taxes to BLDC. Rights and duties of contract parties: 1) From the start of the Operating Rights, BLDC shall manage to enable TTW to use the land or acquire the right, as procured by BLDC in whatsoever form, for the use of the land relating to the water production plant, groundwater pumping system, water distribution system, waste water treatment plant, waste water pipelining, and waste water treatment system, throughout the Agreement period at BLDC's expense (except the expense actually incurred from the use of land of any third party during the Agreement period which shall be borne by the Company). 2) Throughout the Agreement period, BLDC shall not distribute or transfer and/or incur any obligation over the land, construction and machinery of BLDC which are relating to the Operating Rights, including water production plant and waste water treatment plant, with any third party, unless a consent is given by the Company. The Company may assign and place the rights under the Agreement as collateral security with its financial supporters for project implementation so far as it does not contradict the conditions stipulated in the joint operation agreement with and rules, regulations or requirements of IEAT. Page 75 of the total 92 pages The Opinion Report of the Independent Financial Advisor 3) BLDC agrees to assign its right to the Company toward the contractor during the performance bond period under the following relevant agreements ("construction agreements"): (1) Contractor agreement for the construction of the tap water production system and the tap water distribution system for the tap water production and distribution project at Bangpa-in Industrial Estate between BLDC and Phromprathan Construction Ltd. Part. dated August 1, 2006 (agreement no. BIIE-01/49). (2) Waste water treatment system purchase and installation agreement for the waste water treatment project at Bangpa-in Industrial Estate between BLDC and Uni San Pol Co., Ltd. dated November 17, 2008 (agreement no. USPC 009/2551). 4) BLDC shall seek to extend any relevant official permits to enable the Company to exercise the Operating Rights throughout the Agreement period. BLDC shall give cooperation in contacting, applying for permission from or negotiating with IEAT and any other government or private agencies to acquire permission or consent from IEAT and any other government or private agencies relating to the Operating Rights under this Agreement. This shall include filing the request for the increase of tap water and waste water treatment service charges. In the event that the Company has the intention to seek permission, apply for permits or seek consent relating to the project and as required by law after the Agreement signing date, BLDC shall use its best efforts to ensure the Company's achievement thereof or assist in the negotiation for the authorities in charge to give permission or consent as requested by the Company so that the Company can operate and/or implement the project at its own expense. However, in the event where the Company informs BLDC of its intention to stop using groundwater, and if BLDC intends to extend the permit relating to the use of groundwater, BLDC shall do so at its own expense. In the event where BLDC will not extend such permit and will close down the groundwater well, BLDC shall bear the expense thereon. In this regard, all the expenses payable by BLDC to IEAT shall fully be borne by BLDC. 5) Provided that within the Agreement period, (a) Any necessary consent (1) Has been repealed, revoked, remedied or interpreted otherwise that may significantly impair the Company (unless the repeal or revocation arises from the Company's breach of this Agreement and performance not in compliance with this Agreement or other agreements relating to the project in material aspects), or (2) (In case the consent has definite enforceability timeframe or is intended for any particular purpose) Has expired, without any extension thereof even though extension has been requested by the Company, or before the implementation as purposed will be completed. (b) In the event where there is an announcement or requirement for filing of request for any consent, permission or exception in addition to that duly acquired ("new consent") and in so doing the Company (as the case may be) may have to substantially bear additional expenses, Page 76 of the total 92 pages The Opinion Report of the Independent Financial Advisor The Company and BLDC shall negotiate to agree on the solution of such problem to prevent any significant damage to the benefits of the Company and its customers at the Industrial Estate. Both contract parties shall attempt to solve the problem and reach mutual agreement thereon within 14 days after BLDC is informed thereof by the Company. If such problem fails to be solved to the satisfaction of both parties within 60 days from the date when BLDC is informed thereof by the Company (or within any extended period agreed upon by both parties), the Company may inform BLDC in writing of its termination of the Agreement. If such problem can be solved within 60 days, the Company may, on reasonable grounds, demand payment for expenses or damage incurred by way of increase of water charge or waste water treatment charge or otherwise as may be agreed upon by both parties. 6) Throughout the Agreement period, the Company shall have the exclusive right over the wastes from the tap water production system, groundwater pumping system and waste water treatment system under the Agreement. The Company shall manage the wastes from the tap water production system, groundwater pumping system and waste water treatment system under the Agreement, with BLDC's permission for the Company to dump and bury the residue or sediment thereof in the dumping well within the Industrial Estate. If the well is filled up and no vacant space is available, the Company shall be obliged to seek a new place for such sediment dumping at its own expense. 7) Throughout the Agreement period, BLDC shall bear the expenses arising from the release of treated water into public water resources to ensure adequate space and smooth operations under the Agreement. 8) Throughout the enforceability of the Agreement, BLDC shall make available proper operational space within the Industrial Estate for the Company's use as office at no additional charge or fee. 9) The Company shall carry out the water production to adequately supply water to customers in the Industrial Estate at the quality and capacity that can ensure its minimum water production quantity per day throughout 2010-2012 as follows: Year 2010 15,513 cu.m./day Year 2011 16,429 cu.m./day Year 2012 18,401 cu.m./day Moreover, the Company shall operate the waste water treatment plant to ensure the provision of waste water treatment service to customers in the Industrial Estate at the quality and capacity that can ensure its average waste water treatment quantity per day throughout 2010-2012 as follows: Year 2010 11,480 cu.m./day Year 2011 12,157 cu.m./day Year 2012 13,617 cu.m./day The Company shall, without contradiction to any other regulations or notifications of IEAT or other concerned authorities, have the right to refuse to provide the treatment service to customers in the Industrial Estate Page 77 of the total 92 pages The Opinion Report of the Independent Financial Advisor on a reasonable ground that the quality of incoming waste water is below the treatable level or that any such treatment, once carried out, will likely damage the treatment plant. 10) As from the date of start of Operating Rights, the Company shall have the right to directly charge tap water, groundwater and waste water treatment service fees, and other relevant fees, on customers in the Industrial Estate. The Company may raise the rates of the water and waste water treatment charges under best-effort cooperation from BLDC. The Company shall supply tap water to the buildings or offices of BLDC and those of IEAT or the staff stationed within the Industrial Estate in the quantity of up to 25,000 cu.m. per year. This shall be regarded as part of the consideration payable by the Company to BLDC under this Agreement. 11) The Company agrees to be responsible for the expenses payable by BLDC to IEAT as the monitoring and supervision cost at the rate of 50% of the actual amount payable by BLDC (more)